In March last year Horatio was appointed managing director of Market Leading Saddles Ltd, a small company. Horatio was given 2% of Market Leading Saddles Ltd’s shares as part of his package

 Assessment Question for International Commercial Law (Sept 2023)

In March last year Horatio was appointed managing director of Market Leading Saddles Ltd, a small company.  Horatio was given 2% of Market Leading Saddles Ltd’s shares as part of his package, the other 98% are owned equally by Olivia and her husband Ernest, who are the only other directors.  Market Leading Saddles Ltd trades in handcrafted leather saddles and riding accessories.  Olivia and Ernest design and make these goods but they want to leave the marketing to Horatio, who has recently retired from his position as manager of a hot air balloon company.  Market Leading Saddles Ltd’s articles of association say that the managing director of the company would receive a salary, the amount of which should be determined by the board of directors.

In the summer months, Horatio’s main duties consist of selling the finished goods.  Much of the selling is done at large Horse Shows, such as the Horse and Hound Show.  Market Leading Saddles Ltd’s board of directors (in effect Olivia and Ernest who always act in concert) agreed to pay Horatio 22.75% commission, over and above any salary, on all goods which Horatio sells.  As well as Market Leading Saddles Ltd’s normal stock, Horatio is supplied with a new prototype saddle, incorporating a revolutionary design (Market Leading Saddles Ltd is in the process of applying for a patent for the innovative step taken).  Horatio is instructed to show this saddle to all customers at the Show, but on no account to sell it.

Horatio books a stand at all the major Horse Shows and employs Balthazar to man the stalls.  Balthazar is Horatio’s bridge partner and although an expert card player, sometimes lacks common sense.  The instructions not to sell the prototype saddle are explicitly passed on to Balthazar by Horatio.  In the evenings Horatio and Balthazar usually find a game of bridge together.

The first Horse Show goes reasonably well, and Balthazar manages to sell a good number of Market Leading Saddles Ltd’s leather saddles.  At the second show however, Horatio arrives to find that Balthazar has sold the prototype saddle to Joe Jumpswell, a famous show jumper.  Horatio finds Joe Jumpswell and explains that Balthazar had no authority to sell the saddle.  Joe, a rather bluff Yorkshire man, replies that this is bad luck because he has bought the saddle, it is brilliant, and he will never give it back.

Horatio is very critical of Balthazar and brings up the fact that he knows Balthazar has been sleeping in the back of the company’s van even though he has been claiming expenses for accommodation at a hotel.  After a blazing argument, Horatio tells Balthazar that he is fired and that he will not be receiving any of the 13.75% commission on goods sold, which he had earlier promised.  Balthazar is raging and decides to drive off in Market Leading Saddles Ltd’s van, he texts Horatio and tells him he will not return the van or the unsold stock until he has been paid his wages in full, including his commission.

Horatio calls Olivia and Ernest and breaks the bad news of all what has happened.  It turns out they had no idea that Horatio was employing Balthazar.  They tell Horatio that he is fired and that given the loss of the prototype saddle they are not going to pay him any commission on goods sold, or any salary.  Additionally, they say that they intend to sue Horatio in respect of the lost van, the lost stock, and the loss of the prototype saddle.  Horatio says that the money taken at the Shows he is going to keep as it will compensate him for the loss of his salary and commission.

Advise Market Leading Saddles Ltd, Horatio and Balthazar on their legal positions.

You must comply with the following instructions: 

1. You must (only) submit your answers in electronic form as, in each case, a Word document via the assignment dropbox on Blackboard by 5pm on Friday 12^th January 2024. 

2. If you fail to submit by the deadline specified above you will (subject to point 4 below) receive a mark of 0. 

3. It is your responsibility to ensure that you are correctly registered for the module and that the assignment is properly submitted via the Blackboard dropbox. If you experience difficulties with the dropbox submission, please email an electronic copy of your assignment to the module coordinator prior to the above deadline. 

4. If, for whatever reason you are unable to submit your completed assignment by the submission deadline, you must contact your Course/Subject Director/Adviser of Studies at the earliest possible opportunity and submit a completed EC1 form together with evidence of relevant extenuating circumstances. Failure to observe these formalities will normally result in a mark of 0 for this coursework. In March last year Horatio was appointed managing director of Market Leading Saddles Ltd, a small company

5. Use size 11 Arial Font for the text of your answer and size 10 for footnotes. Smaller font sizes are inappropriate and will be penalised on the grounds of presentation. 

6. Use 1.5 line spacing for the text of your answer and single line spacing for footnotes. Single line spacing for the main text is inappropriate and will be penalised on the grounds of presentation. 15 

7. You must not write more than 3000 words for the answer to the question selected. If a submission is too long, then it will be subject to the University penalty framework at https://www.ulster.ac.uk/academicoffice/policies. The 3000-word limit does not include title page, bibliography or footnotes. 

8. In addition to the word limit specified above, if you have complied with the instructions above and your substantive answer (including any footnotes but excluding any title page and bibliography) exceeds 10 pages it is too long. If you have not complied with the instructions above then the submission of your essay may be used to calculate whether (and to what extent) it is too long. If a submission is too long then it will be subject to the University penalty framework at https://www.ulster.ac.uk/academicoffice/policies. For the avoidance of doubt, this instruction is primarily aimed at curtailing the inappropriate use of footnotes. 

9. Read widely before starting to write but (subject to 10 below) the assignment must be written in your own words. Plagiarism is a disciplinary offence. The University policy on plagiarism (including relevant definition and the penalty framework) is to be found at http://www.ulster.ac.uk/academicservices/student/plagiarism.pdf Your assignment submission will be analysed using anti- plagiarism software. 

10. It is perfectly acceptable to quote from published sources providing that full references are provided for each quotation. All references must conform to the OSCOLA guidelines to be found at: https://www.law.ox.ac.uk/sites/files/oxlaw/oscola_4th_edn_hart_2012quickreferenceguide.pdf 

11. Add a bibliography, listing the books and articles (but not the cases or legislation) you have referred to when writing the assignment. The bibliography must conform to the OSCOLA guidelines. If you wish to list the cases and/or legislation that you have referred to then these should be listed in a separate “Table of Cases” and/or “Table of Legislation” after the bibliography. 

12. If you attempt to answer more than one question the marker has absolute discretion to pick one of the answers submitted and to discard the other(s).