Business Law PDF

Law Department Business Law Councilor: Ahmed Khalil Shalkamy  BUSINESS LAW LAW DEPARTMENT ⚫ Scope of study: This study illustrates the law basis and definitions necessary to learn what the law is and its significance in any society specially on business...

Law Department Business Law Councilor: Ahmed Khalil Shalkamy  BUSINESS LAW LAW DEPARTMENT ⚫ Scope of study: This study illustrates the law basis and definitions necessary to learn what the law is and its significance in any society specially on business field. In addition to, studying the Egyptian legal system with all its authorities and theories. It sheds the light on world trade basics such as contracts, agreements, commercial papers, franchises and companies as well. ⚫ Aims of study: This study aims to provide students with the basic legal terminologies necessary for practicing business, and enables the students to be aware of their legal obligations in their business transactions. In addition to enhancing the student’s knowledge of the commercial papers and the procedures that guarantees the legal protection in any transaction or business dealings. 2  BUSINESS LAW LAW DEPARTMENT Index weeks subject Week 1 Introduction to law Week 2 Legal system in Egypt Week 3 Sources of obligations Week 4 Contracts Week 5 Offer and acceptance Week 6 Vices of consent Week 7 The trader Week 8 Commercial activities Week 9 Commercial papers Week 10 The company’s system Week 11 The franchise system 3  BUSINESS LAW LAW DEPARTMENT 1- Introduction to law ⚫ Law: - A Set of rules that regulates the social conduct of individuals, rights & obligations of citizens, they are imposed by the state and applied by the court, it ensures the safeguard of people’s life and properties) - formal mechanism of social control (what to do or not to do – how to do – behavior) - peace keeping in the society, whether it’s criminal, administrative or private disputes, controlling governmental powers, promoting personal constitutional freedoms facilitating planning and contracts, economic growth, social justice, adapting with society and equity, protecting the environment. The rule of law is characterized by: - 1- Generality: (Abstract) (it applies to any person regardless who he or she is) 2- Obligatory: (mandatory to all individuals) 3- Attached to a sanction –except for natural obligation, for example, if you saw an Oldman trying to cross the street, would you help him or not? And if you choose not to help him, would you be held liable or not? (It is just an ethical obligation not a legal one) Kinds of legal Rule: A) Imperative or mandatory: It means that it cannot be derogated by private agreement under any circumstances rule such as criminal law B) facultative rule: It means that it can be changed and edited by the parties such as lease rules. What is the difference between Law, Religion and Morality? A) Obligation: law is obligatory, while morality is always voluntary. b) The creator (legislator – or God or religion) c) Sanction (law has a sanction attached while morality has a heaven 3  BUSINESS LAW LAW DEPARTMENT 1- Introduction to law sanction, for example “refraining from helping a street crossing Oldman doesn’t result in a sanction) d) Immediate (a direct sanction or heaven’s sanction) e) Concerns with action (law doesn’t count on intentions while religion always counts on our intensions) - As a manager in a business environment, you are supposed to have a legal background. Your legal consideration could protect your business entity from any potential liability. accordingly, a successful manager shall seek a strong legal department to secure their maximum interest. (ex: contract drafting) - Due to modern technology, we are in need of enacting a new legal rules that are able to correspond to it, for ex : E banking Cyber crimes E money (bitcoins) Smart cards (visa cards) Countries all over the world on their way to achieve justice are divided into two kinds of law systems: 1- common law, oral law or unwritten (Anglo system – England & USA – case law) 2- Civil law - written law - extracted from roman law (Latin system – France & Egypt – special law for each topic, courts apply the law, they do not establish rules) Types of the rule of law: - Constitution: that regulates the state’s authorities, rights and freedoms. - Statutes: the general rule of law – issued and enacted by the parliament 4  BUSINESS LAW LAW DEPARTMENT 1- Introduction to law - Treaties: international agreements - Regulations: general rules that regulates the administration in an entity, and issued by executive authorities. - Administrative decisions: – decrees issued by the government while executing the law such as appointment of public officials. The hierarchy of rules In Egypt: * Constitution * Law and treaties (after ratification from the parliament) * Regulations * Administrative decrees Some countries have higher rules than the constitution like religious rules , International principles , rules of natural law and justice rules and public interest. Sources of law: 1- Formal: Islamic sharia, Constitution, law, principles of custom (long time - general – continuity). 2- Informal: Judicial sentences, Jurists. “Jurists” measure how to apply laws on new crimes and omissions and to what extent it suits the natural law and social suitability (Ideology) (such as codification of new drug substances) Classification of law There are two main branches for all the laws all over the world: - 1- National law 2- International law ⚫ Each one of the two branches is divided into two sub-branches: 1-Public law 5  BUSINESS LAW LAW DEPARTMENT 1- Introduction to law 2- Private law ⚫ Examples: For international section: 1- International Law (public): Public International law that controls the international affairs between countries. 2- International Law (private): Private International law that controls the relation between individuals and personal affairs. For national section: 1- National Public law: Criminal law – financial law – administrative law – constitutional law. 2- National private law: commercial law – civil law – litigation procedures law – personal status law. 6  BUSINESS LAW LAW DEPARTMENT 2- Legal system What are the main authorities in any given state? Any modern democratic system must consist of three powers or authorities as the form of the sovereignty of the state: - Executive or Administrative authority (president, prime minster, ministers and governors) - Legislative authority (people's assembly and consultant assembly) - Judicial authority (courts and judges) 1- Administrative or Executive authority supervise and hold liability for the execution of law, in addition to rendering decisions or regulations. 2- Legislative authority: enacts law during a certain rotation between the two councils in regards to the constitutions. Process of enacting law: - A-suggestions from the parliament members or the president or the government. B- voting for the suggestion accepted or dismissed or returned to be revised C-when the approval is published for all in the official gazette, that is when the law comes into force. (Direct application – non retroactivity – territorial – no excuse for ignorance – private binds general) Process of enacting law: - I-suggestions from the parliament members or the president or the government. II- voting for the suggestion accepted or dismissed or returned to be revised III-when the approval is published for all in the official gazette, that is when the law comes into force. (Direct application – non retroactivity – territorial – no excuse for ignorance – private binds general) 4  BUSINESS LAW LAW DEPARTMENT 2- Legal system 3- Judicial system : courts are mainly concerned with applying, explaining, interpreting the law. Countries the unilateral judicial system) one Judiciary) or the dual judicial system (ordinary judiciary and administrative judiciary). International courts - At the top hierarchy of court system lies the Supreme constitutional court: interpret law and check its constitutionality and settles the conflicts of jurisdiction between courts. - Ordinary Judiciary: 1- First instance or primary courts 2- Court of appeal 3- Court of cassation (res judicata) Kind of courts: (Family courts & commercial and economic courts- Civil and criminal courts) - State Council (Administrative Judiciary): 1- Administrative courts 2- Administrative judicial courts 3- Supreme administrative court Nowadays there are some alternative ways to solve disputes beside the judicial function speedier and less procedures like ⚫ Arbitration (obligatory – more used) ⚫ Conciliation & Mediation (not obligatory) “Arbitration agreement”: is an agreement by the parties to submit to arbitration IN all or certain disputes which have arisen or which may arise between them in respect of a defined legal relationship, whether contractual or not. An arbitration agreement may be in the form of an arbitration clause in a contract or in the form of a separate agreement. (Art. 7(1) (UNCITRAL). (Verdict or award vs judgment) 5  BUSINESS LAW LAW DEPARTMENT 2- Legal system ⚫ International commercial arbitration is the process of resolving business disputes between or among transnational parties through the use of one or more arbitrators to hear and decide the dispute rather than through the courts. ⚫ It requires the agreement of the parties, which is usually given via an arbitration clause that is inserted into the contract or business agreement. The decision is usually binding. ⚫ Arbitration clause is a clause in the contract that requires disputes arising out of the contract to be submitted to arbitration. ⚫ Arbitration awards are final, binding and subject to no appeal on the merits. ⚫ ADVANTAGES OF COMMERCIAL ARBITRATION ⚫ Faster than the domestic jurisdiction and less procedures) There are no appeals in international arbitration, disputes should, on average, be faster than domestic court proceedings which have multiple levels of appeals. ⚫ Industry experts can be chosen as arbitrators, rather than more generalist judges. National courts may be lack of competence, resources or experience to provide a satisfactory resolution for many international commercial disputes while arbitration offers a theoretically competent decision-maker who is in principle unattached to either party or any national authority. ⚫ International arbitration is confidential and private, which is useful if the parties wish to continue their business relationship. In which press and public are not entitled to be present unlike the proceedings in national courts. ⚫ An Enforceable Decision, The final award or verdict of an arbitral tribunal, which is a binding decision rather than a recommendation, is a directly enforceable decision both nationally and internationally. ⚫ The main disadvantage that the international arbitration cost is more expensive than litigation. 6  BUSINESS LAW LAW DEPARTMENT 2- Legal system MEDIATION Mediation is a form of alternative dispute resolution in which the parties use a mediator to propose a settlement of their dispute.it Is a form of negotiation in which a neutral third party assists the disputing parties in reaching a settlement of their dispute. The neutral third party is selected by the parties and is called a mediator which usually a person who is an expert in the area of the dispute or a lawyer or a retired judge. Unlike an arbitrator, however, a mediator does not make a decision or an award. A mediator`s role is to assist the parties in reaching a settlement, who act as an intermediary between parties. He is just giving “recommendations”. 7  BUSINESS LAW LAW DEPARTMENT 3- Contracts ⚫ Evolution of Contracts: Contracts existed many years ago , it was common between the ancient Egyptian people and many other civilizations , and since the 19th century contracts took a new path by the appearance of the industrial revolution, dealing with factories and workers. In the 20th century Contracts became more important where laws and statutes began to organize and determine their legal frame, conditions, fields and terms. Moreover, contracts became a very important subject for courts and fair justice. ⚫ The obligatory feature of the contract is the main point of difference between a contract and a promise (invitation for a dinner). So the Contract is: An enforcement of a promise in a legal way. ⚫ A contract is an agreement made between two or more persons for the purpose of obtaining a certain consideration, such as contract of sale. ⚫ Contracts are very important for agreements and deals between people and confidence between them, also it facilitates many activities (loans – commerce – industry) contracts are a must for nowadays specially for business world. ⚫ Contract: is the acceptance of intentions to create a legal relation ⚫ When a contract is made? A contract is made when parties have reached agreement, and the law recognizes the rights and obligations arising from this agreement. Essential elements of the contract: There are three fundamental elements in any simple contract: I- agreement: (consent). II- Intention: the parties must have intended to create legal relations. III- Consideration (object of agreement) The giving of mutual advantages by the parties is the essence of a bargain. any 5  BUSINESS LAW LAW DEPARTMENT 3- Contracts advantage or benefit moving from one party to another is known as consideration I- The manner in which an agreement may be made: - An agreement may be made either: a) In writing b) by word (taxi) c) By electronic means (online purchase) II- Intention to create legal relations Intention to be bound is essential: This intention to create legal relations is an essential element in any contract. Where no intention to be bound can be attributed to the parties, there is no contract. If the intention of the parties is not declared, the courts may seek to give effect to the presumed intention of the parties as in the following cases: A-Commercial and business agreements: There is a presumption that the parties intended to create legal relations but this presumption is rebuttable. B-Social and domestic agreements - In agreements of a social or domestic nature, there is a presumption that the parties did not intend to create legal relations, but this presumption is rebuttable by evidence to the contrary. - Ex: an accepted invitation to dinner match between host and a guest, if the host declines, or the guest gives up, no responsibility arises on either. How the intention is gathered? ⚫ -The intention of the parties to create legal relations is gathered from what they said or wrote to each other during their negotiations, the intention of the parties can be inferred from their conduct. ⚫ Ex: A person who waves for a bus or who stops by a signal of his hand a taxi-cab, thereby undertakes to pay the fare to his destination even 6  BUSINESS LAW LAW DEPARTMENT 3- Contracts though he makes no express promise to do so. - The court is not concerned with the inward mental intent of the parties but rather, with what a reasonable man would say was the intention of the party is. The existence of intention: A-capacity: 1- the parties must be of sound mind. (a person who is able to think, reason and understand) 2- the parties must be of age, the majority age is 21 years according to the Egyptian law and 18 years according to the English law. B-legality: The contract must, of course, be for a legal purpose. C-Privity of contract The doctrine of privity in the common law provides that a contract cannot confer rights or impose obligations arising under it on any person or agent except the parties to it. Privity of contract occurs only between the parties to the contract, most commonly contract of sale of goods or services. Horizontal privity arises when the benefits from a contract are to be given to a third party. Vertical privity involves a contract between two parties, with an independent contract between one of the parties and another individual or company. If a third party gets a benefit under a contract, he does not have the right to go against the parties to a contract beyond its entitlement. An example of this occurs when a manufacturer sells a product to a distributor and the distributor sells the product to a retailer. The retailer then sells the product to a consumer. There is no privity of contract between the manufacturer and the consumer 7  BUSINESS LAW LAW DEPARTMENT 4- Breach of contract Breach of contract occurs when a party to the contract fails to perform his obligation on the agreed date, or delivers goods of inferior quality. A breach by one party causes a right of action by the other party. There are three ways the harmed party can seek in this case: 1- Restitution: to have what they gave, returned to them. Where each party returns what they gave. 2- Damages: to pay money as a way of compensation. The usual remedy for breach of contract is payment of damages 3- Specific performance: In certain circumstances, the court may order the contract breacher to carry out his contractual promise specifically. This is known as the equitable remedy of specific performance. The common rule that controls contracts so far is that the contract is “the law of the contractors” by their agreement which is “the heart of the contract process”. Methods of Contracts: written contracts are the most common method, in addition to oral contracts. The standard and classic form of Contracts is that one party writes the contract and the other party signs for his duties. However, it is not an active form anymore, it was suitable for limited kinds of contracts and one of the two parties may not be aware of all his rights (E signing – permitted legally but it will not totally save the signature and must be by agreement of the two parties and the contract is not conditioned to be written). Considering that there is a great evolution in contracts now as contracts on the internet for shopping and traveling which is called “click wrap” so it is possible to make the previous a way of signing but terms of the contract and its full knowledge must have More details. It was agreed that any contract to be complete perfectly it must pass through these stages: - ⚫ Negotiation 6  BUSINESS LAW LAW DEPARTMENT 4- Breach of contract ⚫ Agreement (Offer & Acceptance) ⚫ Voluntary ⚫ Consideration ⚫ Capacity ⚫ Legality ⚫ Writing Some contracts types and names : 1- Unilateral contract: promise from one party. 2- Bilateral contract: promise from two parties. 3- Valid contract: enforced and accepted in courts. 4- An enforceable contract: waited to be enforced and it's valid (conditioned) 5- Voidable contract: could be cancelled for the interest of one party 6- Void contract: illegal and it is mostly not a contract 7- Expressed contract: could be reached by meeting or by signing the form of contract 8- Implied contract: goes without saying or signing even parties may not meet 9- Executed contract: ended by the enforcement and right performance 10- Executory contract: continuous contract performance is still not finished 11- Formal and informal contracts. Sources of contract rules: Law especially commercial – principles made by courts – parties’ intentions Some countries made some stable forms and laws for different kinds of contract to measure the validity of each contract according to this model with stable terms and definitions for every contract (restatement) Non contractual obligations: they are nearly contracts that are called quasi- 7  BUSINESS LAW LAW DEPARTMENT 4- Breach of contract contracts, they wouldn't be held in ordinary circumstances, for example if a someone ordered a pizza and the delivery man reached a wrong place “third party” and the pizza was taken then. Although the third party was not a party to the contract, however his behavior to benefit from that contract was considered enrichment without a cause and the contract is called “Quasi contract”. * Promissory estoppel: it is an agreement between two parties to end the contract automatically at any breach or any condition happens without any revision or indication to prevent revocation and causing harm to any party Examples of contracts: Loan – rent – purchase – pledge – construction – labor – transportation – administrative contracts. 8  BUSINESS LAW LAW DEPARTMENT 5- Agreements in contracts Agreement (offer & acceptance) - Parties must mutually assent to the proposed objectives and terms of a contract in order to be enforceable. - The manifestation of the common intent of the parties is discerned from their conduct or verbal exchanges - Agreement is the essential part of the contract process it is the heart of the contract , no agreement can happen or to be legally protected unless it consists of its two stages ‘offer and acceptance’, and no contract can be concluded unless it contains an agreement. ❖ Offer: - It is the first activity of the contract made by one party (offeror) who has an intention to make a contract and this intention must exist to make a contract, or it will be an invitation or a negotiation. - The offer is an undertaking by the offeror to be contractually bound in the event of a proper acceptance being made. - It must be clear and direct with the definition of its terms, and the communications must be guaranteed to the complete knowledge of the offeree. 1-Offer must be seriously intended: - If no offer is intended, acceptance by the offeree cannot result in a legally binding agreement. an offer obviously made in jest, anger or under great excitement is not binding on the offeree. - Case: your expensive new lawn mower has been giving you a lot of trouble, after it stopped running several times while you were mowing the lawn, you yelled to your neighbor “I’ll sell you this, for five bucks”, your neighbor said “you’ve got a deal”, then your neighbor came over to you and held out $5. as you were obviously angry at the time, you made the statement, you did not make a valid offer and you do not have to sell the lawn mower. - Objective theory of contracts: To determine whether an offer has been made, the courts will ignore the subjective intention (inner feeling) of the offeror and look to his or her 7  BUSINESS LAW LAW DEPARTMENT 5- Agreements in contracts words and conduct as understood by a reasonable person, such as what the party said while making the offer, how he or she said it, and how it could be interpreted by a reasonable person. for example, as a joke, you offer to sell a friend a painting, who knows nothing about paintings, and he accepts the offer. if your friend is honestly unaware of your secret intent (that you were joking), a binding agreement will result. 2- offer must be definite: The offer is indefinite –if terms such as price, subject matter and quantity are omitted or other material terms are vague or ambiguous. A court will not enforce contracts with unclear terms because the court will be unable to determine whether both parties intended to contract. For example: John says to Bennett “I can sell you two antique chairs from my collection at $2000 per chair” Bennett replied “I’ll take them”. In this case : The law doesn’t consider john’s statement as a bona fide offer because it was too indefinite. Actually, the type of statement that john has made constitutes what is called preliminary negotiations Missing terms may be supplied by what the parties have done in prior dealings with each other, according to usage in the trade, or by implication. for example: you asked a plumber to come to your house immediately to repair a broken pipe that was floating your cellar. Although you did not discuss the cost of the repairs ahead of time, a court would decide that a reasonable fee had been implied because of your request(offer) to enter into a contract for the plumber’s services. A reasonable fee would be determined by what other plumbers in the area receive for performing the same service. The omission of minor terms will generally have no effect on the formation of a contract as long as the parties intended to enter into a contract. ⚫ Example: a bookseller’s catalogue, with prices stated against book’s names is in fact considered as an offer. ⚫ Example: a statement in a railway timetable has been said to be an offer. 8  BUSINESS LAW LAW DEPARTMENT 5- Agreements in contracts 3-Necessity of communication of the offer: A- Manner of communication: An offer may be communicated in any manner. express words may be used, orally or in writing, or an offer may be implied from conduct. -Example: for implied offer: taking goods from the shelves of a self-service store, and presents them at the cashier’s desk, is an offer implied from the conduct of the customer. B- Communication may be particular or general: 1-where an offer is made to a particular person or group of persons, no valid acceptance may be made by a person who is not an offeree. 2-when an offer is made generally to the world at large, a valid acceptance may be made by any person who had notice of the offer. Invitation to make offers: Businesses frequently offer their goods and services to the public at large through advertising. most courts however consider these forms of advertising to be preliminary negotiations that only invite a potential customer to make an offer to the advertiser to purchase. for example, an advertisement for the Hartman floor company appeared in the local newspaper offering floors tiles at 15 per tile. While the correct price was actually 50 per tile. Barnhart entered the store and ordered 200 tiles at 15 each. Salesperson refused to sell the tiles at that price, claiming there was an error in the advertisement, because the newspaper advertisement was only an invitation to make an offer, the store was not obliged to sell the tiles to Barnhart at 15 each. ⚫ At auction sales, an auctioneer invites the audiences to make offers. At an ordinary auction, called an auction with reserve, the bidder makes the offer in the form of a bid. Acceptance of a bid takes place when the auctioneer either says” sold” or lets the gavel fall. The auctioneer does not have to accept a bid, even from 9  BUSINESS LAW LAW DEPARTMENT 5- Agreements in contracts the highest bidder. ⚫ The invitation to submit a bid is not an offer and the contractor does not bind the company by submitting one, the bid becomes an offer once the company has accepted Example: an announcement inviting tenders is not normally an offer, it is an invitation to treat the bid. Special offers problems: Advertisement and rewards: in this case courts must discuss and check words and intention. Offer which construct a valid contract must be before the acceptance of the offeree and it must be received by the offeree unless the offer and the contract can be revocable for the interest of the harmed party - - 10  BUSINESS LAW LAW DEPARTMENT 6- Termination of offers III- Offer has a natural end by the acceptance of the offeree but it could be terminated in case of: ⚫ Revocation. ⚫ Illegality ⚫ Death or insanity of either party ⚫ Lapse of time of the offer ⚫ Rejection – counter offer ⚫ Destruction of the subject matter 1 - Revocation of the offer: -The offeror may withdraw his offer at any time before acceptance. Revocation becomes effective when it is actually communicated to the offeree. - For example: “c” made the highest bid before the fall of the gavel. -”B” party contended that c was bound by the sale held: C’s bid was an offer that could be revoked before acceptance. -Option Agreement: the offeror may not, however be able to revoke the offer, if an option exists. an option agreement is actually a contract in which the offeror agrees to keep the offer open for a certain period of time or until a certain date. -What makes the option contract irrevocable is that the offeree gives the offeror consideration to keep the offer open like a “deposit”. ▪ If Corey had given Thomson $50 as a down payment for purchasing a product, accordingly an option contract is created. However, without the $50, it wouldn’t be considered as an option contract, that could allow Thomson to withdraw the offer as she did. ▪ In some states, a written promise by the offeror to keep an offer open for an agreed time cannot be revoked even though no consideration is paid by the offeree. ▪ In a Unilateral contract, if an offeree has clearly begun to perform the act requested in the offer before the offer is withdrawn and the offeror knows that performance has begun, some courts will not allow the offeror to revoke the offer. 8  BUSINESS LAW LAW DEPARTMENT 6- Termination of offers ▪ You offer your neighbor $250 to repair the damage to your storage shed, in response to your offer and with your knowledge, the neighbor begins the work. at this point you may not be able to revoke your offer. ▪ An offer that has been properly accepted can no longer be revoked. ▪ A Reward offer made to the general public may be revoked in the same manner that was used to tell people of the offer. ▪ 2 - Illegality: An offer ends if the offer itself becomes illegal before it is accepted by the offeree because a law has been passed making the offer illegal. ▪ Kelvin offered “tom” a contractor, $25,000 to build an addition on her home, which she planned to use as a dental office, before tom accept the offer, the city passed an ordinance making it illegal to operate such a business in kelvin’s neighborhood because the city made it illegal for kelvin to operate the dental office, the offer ended with Impossibility. 3- Passage of Time: A) where acceptance is not made within the period prescribed by the offeror. B) where no period is prescribed and acceptance is not made within a reasonable time. 4- Death of a party :- -The death of the offeror or offeree before the acceptance is made, causes the offer to lapse. The position may be summarized as follows: I-The offer lapses when the offeree hears of the death of the offeror. II-The death of the offeree will cause the offer to lapse. 5- Rejection of the offer: - I-Express rejection is effective when notice of it has reached the offeror. Marlo sent a letter offering to sell Benson a vacation home for $200.000. Benson sent a return letter to Marlo stating that she was not interested but thanked Marlo for thinking of her. Two weeks later, Benson changed her mind 9  BUSINESS LAW LAW DEPARTMENT 6- Termination of offers and sent Marlo a letter accepting the offer. This second offer was not valid because Benson had initially rejected Marlo’s offer. ⚫ Frank offers to sell Matthew a used treadmill for 500$. Matthew replies, “the prices is a little high, but I’ll think about it” ⚫ In this example , Matthew has not rejected frank’s offer, a reasonable person would conclude that Matthew had not rejected the offer but had simply inquired about the firmness of the offer. II- Implied rejection: A) where the offeree makes a counter–offer B) where the offeree makes a conditional acceptance. -counter –offer operates as a rejection: Where an offeree makes a counter-offer, the original offer deemed to have been rejected and cannot be subsequently accepted. ⚫ Counter offer: is an offer made by the offeree to the offeror, changing the terms of the original offer, the counter offer, which must actually be received by the offeree, ends by the original offer (a type of rejection) and replaces it with a new offer. ⚫ A counter offer may be worded by the offeree in a way that clearly indicates the original offer has not yet been rejected and is still being considered. For example: Bean offered to sell Rand six cd’s for $ 8 each. rand replied, I’m considering, your offer, but I think the price is high, would you take $ 6 a cd. In this example, rand’s response to beans’ offer does not end the original offer. Rand was simply asking about the possibility of getting the cd’s at a lower price. The offer may contain an option but it must begin with the offer not after the end of the time of the offer. Offer can be firm that it can be a declaration for a contract and when the offeree accepts the contract will be held and performed with no options or time. 10  BUSINESS LAW LAW DEPARTMENT 7- The Acceptance -- A legally binding agreement is reached when the offeree accepts the offer made by the offeror. -Acceptance is the offeree’s approval of the proposal made by the offeror. -For the acceptance to be valid, it must meet certain requirements. -The acceptance must be accepted only by the offeree, and be communicated to the offeror by the offeree. Keep in mind that acceptance is the usual manner in which an offer is terminated and a contract is concluded. Acceptance is the second part of agreements for contracts, it is the natural reaction and response for the offer to make a contract. - Acceptance is the expression, by words, conduct, of assent to the terms of the offer in the manner prescribed, or indicated by the offeror. -Acceptance to be right it must be : For the same terms and details of the offer, and be sent to the offeror. It should come from the original offeree before the revocation of the offer, and be sent with a suitable and reasonable way of communication. I-Acceptance could only be accepted by the offeree -If a person other than the offeree accepts the offer, the acceptance does not result in a legally binding agreement. -Example: -You offered to sell Hickman a camera for $75. Hickman refused but told Agnew, a friend, about the offer. -Agnew then accepted your offer. Because the offer was intended only for Hickman, Agnew could not legally accept it. Holmes, who knew Watson was responsible for the damage, learned of the reward and notified the police. Based on Holmes information, Watson was arrested and convicted. Holmes acted in response to the reward offer, and the information given to the police led to Watson’s arrest and conviction, Tri-state was therefore legally obligated to pay Holmes $1000. 9  BUSINESS LAW LAW DEPARTMENT 7- The Acceptance II Acceptance must comply with the offer: -Under common law rules, the acceptance must be a ‘mirror image’ of the offer. In other words, the acceptance must match, term by term, what was requested in the offer (this is the mirror image rule). -Any material changes in, or addition to, the terms of the original offer automatically terminate that offer. The acceptance then becomes a counteroffer that needs to be accepted. -The original offeror can, however, accept the terms of counter offer and create a valid contract. In a unilateral contract (a promise for an act), acceptance is the doing of the act requested. -For example, you say to fields, ‘I promise to give you $20 if you rake my yard and trim the bushes. - Acceptance of your offer takes place when fields complete the yard work. -This agreement is a unilateral contract because fields accepted the offer through performance, (completing the yard work), not by a promise (that he would complete the yard work). In a bilateral contract (a promise for promise), the offeree’s promise is the acceptance. -For example, you say to fields, I promise to give you $20, if you promise to rake my yard and trim the bushes. -Acceptance of your offer takes place when fields promise to do the work requested by a promise (to complete the yard work), not by performance (completing the yard work). III. Acceptance must be communicated to the offeror: -An acceptance is not effective until it has been communicated to the offeror. -Furthermore, the offeror is in control of the offer. -As such, the offeror has the power to determine both the manner (performance or promise) and medium (mail, telegram, fax, etc.) of acceptance. -If the offeror asks for performance (a unilateral contract), the offeree can accept only by doing the act requested. -If the offeror specifically seeks a promise (a bilateral contract), the offeree can accept only by making a promise. 10  BUSINESS LAW LAW DEPARTMENT 7- The Acceptance -In a unilateral contract, once the offeree completes the act requested in the offer, no further communication to the offeror is required. -Acceptance is proved by performance. In a bilateral contract, the offeree’s acceptance must be properly communicated directly to the offeror. -Even if the parties are negotiating orally – face to face or by telephone – acceptance is properly communicated when the offeror clearly hears and understands the offeree’s acceptance. -If the offeror specifies that a certain mean of communication be used- for example, traditional mail services, telegram, fax - then acceptance takes effect. -a contract takes place as soon as it is properly communicated by the offeree using the mode specified by the offeror. -This rule is often referred to as the mailbox rule, because once an acceptance has been deposited with the proper means of communication, it is no longer in the offeree’s possession. -A letter properly communicates acceptance when it is dropped into a mailbox or given to an authorized person in the post office to mail. - For example: Tay, a resident of New York, wrote to Morasses who lives in Texas, offering to sell a two-volume set of law books at reduced price. -Morasses, realizing that the offer was a good deal, immediately sent a telegram agreeing to buy the books at the stated price. - Morasses’ telegram was lost and never reached Tay. An agreement takes place and Morasses’ acceptance was valid as soon as he gave the telegram to the telegraph company. -Court decisions allow acceptance of an offer to be effective when sent by: 1- the same medium the offeror used to send the offer or a faster means. 2- mail, if the parties are at a distance; or 3- any medium that is reasonable under the circumstances. -The definition of ‘reasonable’ may be a question for a court to decide. -It is the same one used by the offeror, or a faster means. -It is the one that the parties usually used in prior dealings with each other. -It is usually used within the trade or business in which the parties are engaged 11  BUSINESS LAW LAW DEPARTMENT 7- The Acceptance -It appeared to be appropriate as determined by the language of the offer. There are two exceptions to the rule that a contract is formed when an acceptance is sent through authorized means. First, the offeree uses an appropriate medium other than that requested by the offeror. Acceptance in most countries is not effective until the offeror actually receives the communication. ‘It must reach the offeror’ to be effective. The second exception occurs if the offeree first sends a rejection but later on changes her/his mind and later sends an acceptance. In this case, the first communication received by the offeror governs. Thus, if the rejection arrives first, there is no contract. -For example: Sandford sent a letter to Zebart offering to sell a computer for $3500. In his letter, Sandford stated, ‘Acceptance of this offer is not binding unless is received by me in my office by 5 p.m. on May1. - ‘Zebart’s acceptance would take place only if Sandford receives the acceptance by 5 p.m. on may1’. Silence as acceptance: -As a general rule, the offeree’s silence is not regarded as acceptance, even if the offeror states that it is. -An offeree has no legal obligation to reply even if an offer says,” failure to reply will result to acceptance” -Huff wrote to Walden offering her $300 for her pedigree show dog. In the offer, Huff stated, “if I do not hear from you within ten days, I shall consider my offer accepted”. -Walden, the offeree, has no legal obligation to reply to the offer, and her silence cannot be regarded as acceptance. She does not have to sell the dog Huff. In some cases, acceptance may be implied by an act of the offer. for example, when the offeree silently accepts benefits, knowing that they are not made as a gift, an implied acceptance arises. -Martin, the owner of a fruit and vegetable stand at the farmer’s market, buys 12  BUSINESS LAW LAW DEPARTMENT 7- The Acceptance regularly from Bart, a local farmer. -Bart arrived at the farmer’s market early one morning and left a load of assorted fruits and vegetables at matin’s stand. because martin had not yet arrived, Bart left a note that included the price. -Bart had left fruits and vegetables at martin’s stand in this manner on four occasions, each time, martin had accepted and paid for the items. -This time, when he arrived at the stand, martin read the note and tore it up. - He left the fruits and vegetables to spoil without notifying. Bart that he did not want them. Martin is liable for the price of the fruits and vegetables -In this example, Martin’s silence amounted to an implied acceptance. Because he had accepted fruits and vegetables in this on four previous occasions. 13  BUSINESS LAW LAW DEPARTMENT 8- Vices of consent ⚫ Reality of consent - Good faith, which is the base for a valid contract, must come from a real voluntary consent. - Real consent may be affected by (misrepresentation– fraud– mistake– duress– undue influence) the remedy for these problems is rescission of the contract. - The previous rules are applied even if it is not written neither in law nor in the contract. ⚫ * Causes of unreal or defective consent: 1- Misrepresentation: persuading one party with facts which are not real to sign the contract, this contract shall be voidable or ended for the interest of the deceived person. The rescission of the contract must be prompt (quickly) and unequivocal by objection as soon as the deceived party knows that there is a misrepresentation, so the deceived party must express that, with an intention to end this contract otherwise, his silence will be considered as acceptance and ratification for the contract even there is a misrepresentation. ⚫ Requirements of misrepresentation: 1- untrue statement is one of fact (not opinion) or active concealment 2- statement is material to the transaction 3- victim reasonably relied on statement For example: Bisset v Wilkinson AC 177 The plaintiff purchased from the defendant two blocks of land for the purpose of sheep farming. During negotiations the defendant said that if the place worked properly, it would carry 2,000 sheep. The plaintiff bought the place believing that it would carry 2,000 sheep. Both parties were aware that the defendant had not carried on sheep-farming on the land. However, the farm didn’t carry out the stated count. In an action for misrepresentation, the trial judge said: "In ordinary circumstances, any statement made by an owner who has been occupying his own farm as to its capacity would be regarded as a statement of fact. However, this is not the case. In these circumstances, the defendant’s statement wasn’t 10  BUSINESS LAW LAW DEPARTMENT 8- Vices of consent more that an expression of his opinion on the subject. The Privy Council then concurred in this view of the matter, and therefore held that, in the absence of misrepresentation, the purchaser had no right to rescind or null the contract. 2- Fraud: is done to cover the truth by any mean and it is forbidden either intentional or unintentional, the contract in this case can be corrected and the harmed party can choose either to continue or to end the contract. * Fraud must: A- Assert the statement as a fact (try to hide – not to declare) B- cover an essential and material fact in the contract C- Affect the cause and the consideration of the contract D- Make the harmed party give a reasonable objection E- Be proved by the injured person. 3- Mistake: Shortage of understanding for the facts of contract that affects the decision of the parties to sign the contract Mistakes of fact which render a contract void: a) Mistakes concerning the subject matter of the contract, the property sold Mutual mistake: (from both parties of the contract) It must be attached to a basic assumption of the contract (expressed) and it may affect the consideration and exchange in the contract (unfair). the harmed party can't bear the risk of mistake. - ex: A cargo of cotton was described as being shipped on “the Viking ship” from Bombay. There were in fact two ships of that name sailing from Bombay with an interval of three months between them. the seller intended to put the cargo on the second ship, while the buyer expected it on the first. the contract was held void. Mistake may be by negligence of law or right, also according to the circumstances it may cancel the contract or may be amended. - Unilateral mistake: (from one party) It must be by negligence of one party. So, if that party knows and signed the contract though, he will lose the advantage of cancellation of the contract, the 10  BUSINESS LAW LAW DEPARTMENT 8- Vices of consent mistake must be obvious that it will make the contract unenforceable. ⚫ For ex: failure to read the contract before signing, or signing the contract with technical terminology you don’t understand B) Mistake signing of written documents may exceptionally be a nullity, three elements must be present, if the contract is to be void: 1-the signing party must have been fraudulently induced 2-the mistake must be fundamental 3-the signer must prove that he or she has not been negligent. ⚫ ex: A rogue induced “Mackinnon” an old gentleman with weak sight, to sign a document which Mackinnon thought to be a guarantee. In fact, he was endorsing a bill of exchange for 3000 pounds, thereby incurring personal liability for this amount. It was held that, so long as he hadn’t been negligent, he was not liable on the bill. b) A mistake by one party as to the identity of the other may sometimes invalidate the contract. 4- Duress: threats, violence or any wrongful pressure to enforce someone to do something against his voluntary will (physical – emotional – economic it is newly permitted by courts). * Duress requires: - A party was induced by improper threat. - The injured party has no reasonable alternative choice except to go through the contract. 5- Undue Influence: Abnormal persuasion by sympathize or begging, It occurs when one party to the contract is in a position of trust (confidential relationship) and wrongfully dominates the other party. ⚫ Undue Influence requires: - Relation of respect, trust or confidence - Unfair persuasion. 10  BUSINESS LAW LAW DEPARTMENT 9- The Companies The Company: *According to the Egyptian law, any commercial company has to take one of the legal forms as provided by the law. These forms of the companies can be classified into three main types: 1- Companies of persons (simple partnership, limited partnership & silent partnership) 2-Companies of capital (Corporations), (Joint stock company),(Joint Ventures) 3-Companies of mixed nature (Corporations), (partnership limited by shares & limited liability company). Types of Companies: 1- Companies of persons, simple partnership, limited partnership & silent partnership). *The Companies of persons are established on the partner`s personal consideration and trust imposed by each partner to the other. Thus, if the company`s contract has been made under a mistaken identity of one of the partners, such contract is void and has no legal effect. Also, any partner of such company has no right to transfer his property in the company to anybody else without obtaining the consent of the other partners. Also, in case of death of one partner, the company has accordingly to be liquidated. A) The simple partnership: Is a company signed between two or more persons with the aim of trading as partners and each one will acquire the legal title of being a merchant. *The partners are jointly responsible to pay all its debts even if out of their own private assets, which means that the private money of each partner will be a guarantee for the payment of the company`s debts if its assets is not 11  BUSINESS LAW LAW DEPARTMENT 9- The Companies sufficient to cover these debts. *The name of the company, must include the name of one or more of the partners. B) The limited partnership: The company is formed by two kinds of partners, Firstly, Joint liability partners, who have the same legal characters as the partners of the simple partnership. Thus, they have the legal title of merchants and are jointly responsible for the company`s debts. Secondly, sleeping or limited partners, who own funds in the capital of the company but are kept away from its management. They are not liable for the company`s loss except within the limits of the capital they paid. And they will not acquire the title of merchants. *The name of the company may take the name of one or more of the joint partners who have unlimited liability. C) The silent partnership (Mahassa Partnership): Is an invisible company for the public in spite of the fact that the law recognizes its formation and existence in-between its partners only, similarly as any other contract. This form of companies doesn’t acquire neither the juristic personality nor the independent patrimony and are not to be registered. 2-Companies of capital (Corporations),(Joint stock company),(Joint Ventures) The joint stock company or shareholder’s company: This type of companies stands on the accumulations of the funds which constitute the capital of the company. The capital is divided into stocks (shares) of equal nominal values. The nominal value of the share is to be determined in the company`s regulation which must not be less than L.E 1 (One) and not more that L.E 1000. 12  BUSINESS LAW LAW DEPARTMENT 9- The Companies -Shares are negotiable instruments offered to the public for subscription which can be transferred from one holder to another. The liability of the shareholder towards his company is limited to the value of the shares to which he has subscribed (he is not liable for the debts of the company except within the limits of the value of the shares subscribed by him). - The shareholders personalities have no consideration in its incorporation. A joint stock company has to have a commercial name derived directly from the purpose of its establishment. 3- Companies of mixed nature (Corporations), (partnership limited by shares & limited liability company) a) partnership limited by shares: -Is a company whose capital is comprised partly of the contributions offered by the joint liability partners and partly by the shares of equal value subscribed by the shareholders. -Accordingly, the partnership limited by shares, includes two kinds of partners: Firstly, the joint partners who accept joint liabilities for the whole debts of the company and undertakes its management affairs. Secondly, the shareholders whose liabilities are limited only to the value of each holder`s shares. b) limited liability company: -Is a company founded by a limited number of partners not exceeding 50 persons. The partners seek to select each other on trustworthiness basis. -The capital of the company will be divided into equal parts not shares, the value of each part is not less than L.E. 100 and these parts are not negotiable such as shares. -The liability of each partner towards the company is limited to the value of his part as contributed to the capital of the company and the partners does not acquire the legal status of a merchant. 13  BUSINESS LAW LAW DEPARTMENT 10- Commercial papers The Commercial Papers Definition: A commercial paper, is a written document with an obligation to pay some money at a fixed date. The Elements of the Commercial Papers 1- A commercial paper is a written document. 2- It must contain an obligation to pay money. 3- It must be transferable. 4- It must be accepted as a means of payment. Kinds of Commercial Papers They are: The Promissory Note, The Bill of Exchange, and The Cheque. To be negotiable, a bill must: 1. be in the proper written form, and 2. contain a promise by the maker or drawer to make payment. Maker: one who makes out and signs a promissory note. Drawer: one who signs a cheque or draft to pay the payee. Drawee: the party to a cheque who is ordered to pay the payee. Payee: one who receives payment on a cheque or a promissory note. To meet the negotiability requirements, a bill or note must: 1.State an unconditional promise or order to pay 2.State a definite sum of money 3.Be payable on demand or at a definite time 4.Be signed by the maker or drawer 5.Be payable to Order or bearer Cheques is a bill of exchange on which the drawee is a bank and always 12  BUSINESS LAW LAW DEPARTMENT 10- Commercial papers payable on demand. A check is the most common form of negotiable instrument and making payments. *In fact, a payee can choose one of the following alternatives to make sure of the cheque’s validity: 1.He may present the cheque for payment at the drawer`s bank. 2.To have the amount of the cheque collected for him by his own bank. 3.Transfer the cheque to another person (transferee) by endorsing his signature on the back of the cheque. Bills of Exchange: A bill of exchange is a written, dated, and signed three-party instrument containing an unconditional order by a drawer that directs a drawee to pay a definite sum of money to a payee (specific person or to bearer) on demand or at a specified future date. 1.Where the drawee is a bank, the bill is known as a cheque. 2.Where the drawee is a borrower (A party who makes a promise to pay is the maker of the note), the bill is a note. Ex: A borrow money from B to return them back to C after 2 months) (B will be a drawee, C will be a payee, A will be a drawer). 3.Where the drawee is a buyer, the bill is a trade acceptance The Promissory Note: Definition: (as defined before), It is a written document signed by its maker, to pay some money at a certain date, to another person (or to the bearer). The main Elements: 1- The Promissory Note is a written document. 2- It is a promise to (not an order) 3-it is to pay money only 13  BUSINESS LAW LAW DEPARTMENT 10- Commercial papers 4- The promise must be unconditional. 5- It must contain the date of making and the date of paying. 6- The paper must be signed by the maker 14  BUSINESS LAW LAW DEPARTMENT 11- The franchise system Is a binding contract between the franchisor and the franchisee for using the franchisor trade name and trade mark in a certain geographic area in return of payment for the franchise license. -Franchising is a method of distributing products and services. At least two levels of people are involved in the franchise system: (1) the franchisor, who lends his trademark or trade name and a business system; and (2) the franchisee, who pays a royalty and often an initial fee for the right to do business under the franchisor’s name and system. - A franchisor grants the franchisee the right to use the franchisor's system (KNOW HOW?) and trade mark to operate a franchised business. The agreement may be limited to a particular location, and also restrict the franchisor from locating another business nearby. -The agreement should specify the franchise fee, which may include a fixed initial fee as well as ongoing monthly payments from the profit. Franchisee should understand the term of the agreement, the provisions for renewing the agreement, as well as any restrictions on transferring the franchise. -Franchisor has the power over the franchise and his main objective that is to make sure that franchisee present the brand name in a perfect way. -Moreover, the franchisor has the full control about everything related to the franchise system like standards, sold products; lay out, furniture, decoration and every single detail. (Ex: Costa, KFC, SUBWAY, McDonald`s) -The relationship between franchisor and single unit franchisee is based on some basic rules set by franchisor, and the franchisee have to accept these rules and if change happen, franchisee have to adopt without asking. 16  BUSINESS LAW LAW DEPARTMENT 12- the trader and commercial activities Definition of the trader article 10 of the commercial law has constituted that : “The following shall be a trader: 1- Whoever exercises by way of profession, in his name or for his own account, a commercial activity. 2- Each firm assuming one of the forms prescribed in the companies law, whatever the purpose for which the firm is established. Conditions of acquiring the status of “ the trader” A- Exercising the commercial activity by way of profession. B- The commercial capacity C- Exercising the commercial activity in his name or for his own account A-Exercising the commercial activity by way of profession 1-Definition of professionalism: It is to exercise a certain activity in a regular basis with an intention to make living from and not in an occasional way. In order to acquire the status of trader* the professionalism must involves a commercial activity Regularity is not enough to acquire the status of trader. It is important to have an intention make living from There is no effect of the multiplicity of activities on the acquisition of trader status 2-the difference between the trader and the artisan: The trader : The trader is subordinate to his employer The trader’s activities are of speculation nature The law applicable on the commercial activities is the commercial law The artisan The artisan is an independent worker of a particular craft The artisan’s activities are of hand-craft nature The law applicable on the hand –crafted activities is the civil law B- The commercial capacity 1-Definition of the commercial capacity: It is the legal ability to exercise commercial activities Legal rules of the commercial capacity General rule 21 & above Article 10 (A) of the commercial law: 1 7  BUSINESS LAW LAW DEPARTMENT 12- the trader and commercial activities Once he completes twenty one years of age, even though the law of the state, to which he belongs by his nationality, considers him as minor at that age. Exception :18 years Article 10 (B) of the commercial law: Whoever completes eighteen years of age under the conditions prescribed in the law of the state to which he belongs by his nationality, after obtaining the permission of the competent Egyptian Court. C-Exercising the commercial activity in his name or for his own account Article 10 of the commercail law stated that: Whoever exercises by way of profession, in his name or for his own account, a commercial activity. * There for : any one who exercises a commercial activity by some one else's name or for his account will not be considered a trader The following are not considered a trader : - The trader’s employees by a labor contract - The managers of the commercial companies - The commercial representative as he is exercising the commercial activities by other’s name - (The covert trade) Article 18: Whoever chooses trade for a profession under a false or hidden name behind another person shall be regarded as an established trader, in addition to establishing this quality in the visible person. References First: Arabic references: ‫ الطبعة العاشرة‬،‫ دار المعارف بمصر‬،‫ المرافعات المدنية والتجارية‬: : ‫ أحمد أبو الوف‬.‫ د‬-1 ‫ نظرية‬.1963 ‫ الطبعة الثالثة‬،‫ دار المعارف‬،‫ نظرية الدفوع في قانون المرافعات‬.1970.1964 ، ‫ دار المعارف‬،‫ الطبعة الثانية‬،‫األحكام في قانون المرافعات‬ ،‫ القاهرة‬،‫ دار الفكر العربي‬،)‫ شرح قانون اإلجراءات المدنية (المرافعات‬:‫ عبد الباسط جميعي‬-2.1966 -1965 ،‫ دار الفكر العربي‬،)‫ الموجز في مبادئ القضاء المدني(قانون المرافعات‬: ‫ وجدي راغب‬-3.1977 ،‫القاهرة‬ ‫ القضاء المستعجل في قانون أصول المحاكمات المدنية والتجارية‬:‫ أحمد السيد صاوي‬.‫ د‬-4 ‫ الوسيط في شرح قانون المرافعات‬: 2004 )‫ ( رسالة ماجستير‬2001 ‫ لسنة‬2 ‫الفلسطيني رقم‬ 1 8  BUSINESS LAW LAW DEPARTMENT 12- the trader and commercial activities ‫ دار‬، ‫ أثر األحكام بالنسبة للغير‬.1990 ،‫ القاهرة‬،‫ دار النهضة العربية‬،‫المدنية والتجارية‬ ، ‫ الشروط الموضوعية للدفع بحجية الشيء المحكوم فيه‬.1990 ،‫ القاهرة‬، ‫النهضة العربية‬.1971 ‫ القاهرة‬،‫رسالة‬ ،‫ اختصام الغير في الخصومة في قانون المرافعات المصري والمقارن‬:‫ احمد صدقي محمود‬.‫ د‬-5.1991 ،‫ جامعة القاهرة‬،‫كلية الحقوق‬.1971 ،‫ القاهرة‬،‫ دار الفكر العربي‬،‫ أصول المرافعات‬:‫ أحمد مسلم‬.‫ د‬-6 ،‫ دار الجامعة الجديدة للنشر‬،‫ أصول قانون المرافعات المدنية والتجارية‬:‫ أحمد هندي‬-7.1989 ،‫ بيروت‬، ‫ الدار الجامعية‬، ‫ أصول المحاكمات المدنية والتجارية‬:. 2002 ،‫اإلسكندرية‬.1995 ،‫ االسكندرية‬،‫ منشأة المعارف‬، ‫ موسوعة المرافعات المدنية والتجارية‬:‫ أنور طلبة‬-8.1998 ،‫ الطبعة الثانية‬،‫ بدون ناشر‬،‫الدفوع في قانون المرافعات‬: ‫ خالد شهاب‬-9 Important Libraries Bibliotheca Alexandria General Organization for Dar Al -Kutub and National Documents Egyptian Libraries network National Library of Egypt Second: English references: 1- Dr Ahmed Sharaf eldin, “introduction to law” dare l nashr” 2004 2-Hassouna, D., & Ouda, H. (2017). “A suggested measure for the quality of corporate governance in Egypt”, Corporate Ownership & Control, Vol. 15, Issue. 1, pp. 52-64. 2. Shaaban, S. (2017). “The impact of leadership style on middle managers’ motivation: A study of the Ministry of Civil Aviation in Egypt”, Journal of Business and Management Sciences, Vol. 5, Issue 3. 3. Mulligan, M. (2017). “Piracy and Empire: The campaigns against piracy, the development of International Law and the British Imperial mission”, Journal of the History of International Law, Vol. 19, Issue. 1, pp.70-92 4. Ghalwash, M. and Phillips, L. (2017). “The Nour Party: weathering the political storm in post-revolutionary Egypt”, Middle East Critique, Vol. 26, Issue. 4, pp. 1-16. 5. Ghalwash, M. (2017). "Women and Land in Nineteenth Century Egypt: Sites of Resistance?", Journal of Social History, https://doi.org/10.1093/jsh/shx041 6. Abdelmageed, S. (2017). “Competition Policies and Micro, Small and Medium Enterprises (MSMES) Grow th in Developing Countries: Incentives or Barriers?”, Marmara Journal of Economics, Vol. 1, Issue.1, pp.1-19. 7. Hassaballa, H. (2017). “Studying the Effect of Corruption on Income Per-Capita Level in an IV Estimation in Developing Countries”, European Journal of Sustainable Development, Vol.6, Issue. 1, pp. 57-70. (International Conference) 2 8. Hassouna D. , Ouda H. & Hussainey K. (2017). "Transparency and Disclosure as an Internal Corporate Governance Mechanism and Corporate Performance: Egypt's Case", Corporate Ownership and Control Journal, Vol. 14, Issue.4. 9. Mansour, R. (2017). "Water Scarcity as a Non-Traditional Threat to Security in the Middle East", India Quarterly, Vol. 73, pp. 65-88. 10. Miniesy, R. & Elish, M. (2017). “Is Chinese outward FDI in MENA little?”, Journal of Chinese Economics and Foreign Trade Studies, Vol.10, Issue.1, pp. 19-43. 11. Mulligan, M. (2017). “Piracy and Empire: The Campaign Against Piracy, The Development Of International Law And The British Imperial Mission”, Journal of the History of International Law, Vol. 19, Issue. 1, pp. 70-92. 12. Nassar, H. , Osman, M. & Elkhishin, S. (2017). “A Micro-Investigation of the reasons behind the slowdown of 1 9  BUSINESS LAW LAW DEPARTMENT 12- the trader and commercial activities Demographic transition in Egypt: Will Egypt Witness a Demographic Window 1 10