BANKING UNIVERSITY HO CHI MINH CITY

FACULTY OF FOREIGN LANGUAGES



EXERCISES ON
ENGLISH FOR
BUSINESS LAW
FOR INTERNAL USE ONLY

COMPILED AND ADAPTED BY NGUYEN QUANG NHAT

0917566265 – [email protected]

HO CHI MINH CITY, 1/2021

 MODULE 1: FUNDAMENTALS IN LAW
1. attorney (n): luật sư hành nghề 23. principle (n): nguyên tắc
2. solicitor (n): luật sư tư vấn (Anh), cố vấn 24. trial (n): xử án, phiên xét xử
pháp luật (Mỹ), biện lý 25. witness (n): nhân chứng
3. barrister (n): trạng sư, luật sư tranh tụng 26. evidence (n): bằng chứng
4. bailiff (n): thừa phát lại, chấp hành viên tòa 27. verdict (n): bản án, lời tuyên án
án 28. claimant (n) = plaintiff (n): nguyên đơn,
5. judge (n): Chánh án (quan tòa + thẩm phán) bên khiếu nại, nguyên cáo
6. jury (n): bồi thẩm đoàn, ban hội thẩm 29. the accused (n): bị cáo, bị can (trong án
7. tribunal (n): tòa án (tòa địa phương hoặc hình sự)
tòa chuyên trách) 30. defendant (n): bị đơn (luật dân sự), bị cáo
8. criminal law (n): luật hình sự (hình sự)
9. law of equity and trusts (n): luật công bình 31. to defend (v): bào chữa
và tín thác / luật tín thác 32. convict (n, v): kết tội, người bị kết án
10. administrative law (n): luật hành chính 33. suspect (n): nghi phạm, nghi can
11. constitutional law (n): luật Hiến pháp 34. prosecutor (n): công tố viên
12. common law (n): thông luật 35. Procuracy (n): Viện kiểm sát
13. statute (statutory) law (n): luật thực định 36. to sue: (đi) kiện
14. tort law (n): Luật bồi thường thiệt hại ngoài 37. compulsory (adj):
hợp đồng 38. to enforce (v) => enforcement (n):
15. litigation (n): kiện tụng 39. negligence (n) => negligent (adj):
16. law clinic (n): văn phòng trợ giúp pháp lý 40. to cover (v): gánh chịu,
17. law firm (n): văn phòng luật sư 41. to compensate (v): bồi thường
18. legislative (adj): thuộc về lập pháp 42. cross-examination (n): thẩm vấn, đối chất
19. executive (adj): thuộc về hành pháp 43. privilege (adj): đặc quyền
20. judicial (adj): thuộc về tư pháp 44. to confess (v): => confession (n): thú tội
21. jurisdiction (n): thẩm quyền xét xử, quyền 45. an associate (n): cộng sự
tài phán 46. chamber (n): phòng làm việc
22. legal assistance (n): trợ giúp pháp lý 47. to plead a case = argue: tranh biện vụ án

Task 1: Match the following terms (A-J) with their corresponding definitions (1-10).

A. Real B. Administrative C. Bankruptcy D. Common E. Corporate law

property law law law law
F. Civil law G. IP law H. Labour law I. Tax law J. Statutory law

1. the legal system with written laws that is created and developed by the lawmakers
2. an area of law governing the legal rights associated with products of the mind or creativity
3. an area of law governing the formation, rights, and conduct of companies
4. an area of law governing the money paid to the government
5. an area of law governing the operations and regulation of government agencies
6. an area of law governing people’s rights, pay, and conditions in the workplace
7. an area of law governing the debt restructurings and asset sales of insolvent companies
8. the legal system that is created and developed by prior court decisions
9. an area of law that deals with private citizens’ relationships
10. an area of law governing the ownership of land, its sale, and its usage
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 B - ELEMENTS IN A LAWSUIT

Task 2: Fill in the blanks with appropriate legal elements of a lawsuit.

2 sides/parties of a lawsuit: claimant, defendant, victim, witness, evidence, prosecutor,

defending barrister
1. A __________ is an individual or organization against whom a legal action is brought in a
court case.
2. The __________ filed a lawsuit against the company because they did not pay his salary.
3. The family of the __________ wanted justice and hoped the judge would punish the guilty
person.
4. The __________ argued that his client was innocent and should not go to prison.
5. The __________ showed the court some evidence to prove that the man was guilty.
6. The __________ said he saw the accident and could describe what really happened.

Judicial elements: bailiff, judge, jury, arbitrator, trial, verdict

7. The __________ listens to both sides and makes a fair decision in the courtroom.
8. The __________ starts when the court examines all the facts and evidence of the case.
9. The __________ made sure the courtroom was quiet before the trial started.
10. The __________ helps two parties solve a legal dispute without going to court.
11. A group of 12 people selected to come to a verdict in a Western criminal court is called the
__________.
12. The __________ is the official decision that the court makes after the trial.

Task 3: Pursuant to the Vietnamese legal system, decide which legal branch each governmental
agency belongs to. Circle the correct option (A, B, or C).

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 Legislative Executive Judicial
branch branch branch

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1. Rehabilitation centers A B C
2. Department of Planning and Investment A B C
3. Bureau of Civil Execution (Chi cục thi hành án) A B C
4. Notary offices A B C
5. the Standing Committee A B C
6. State Audit Office A B C
7. Tan Son Nhat Airport Customs Office A B C
8. Phap Luat Newspaper A B C
9. Bailiff offices A B C
10. People’s Council of HCMC A B C
11. Correctional offices A B C
12. National Assembly Committee on Economy A B C
13. Ministry of Education and Training A B C
14. Reformatory schools A B C
Task 4: Fill in each blank with the correct tense of the verb in brackets.

1. The Vietnamese government ___crates_____ laws to regulate various aspects of

society and business. (CREATE)
2. The solicitors are working really hard to prepare for the upcoming court trial at the
moment. (WORK)
3. Last year, the National Assembly__passed_ a new law to protect intellectual property
in Vietnam. (PASS)
4. The government __will introduce__ new laws to protect citizens’ rights better next
year. (INTRODUCE)
5. The lawyer __is presenting_ his arguments in front of the court right now. (PRESENT)
6. Vietnamese courts __have updated__ their procedures to improve the efficiency of the
legal process recently. (UPDATE)
7. The judge is reviewing the evidence and __will annouce__ a verdict soon.
(ANNOUNCE)
8. The attorney __has filed______ the necessary documents to begin the lawsuit recently.
(FILE)
9. The Supreme Court ____issued_____ a landmark decision last year regarding land
disputes. (ISSUE)
10. While the lawmakers _were discussing___ the new cybersecurity law, many experts
raised concerns about its impact on businesses. (DISCUSS)

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 Task 5: Read the following situations and choose the best option (A, B, C, or D) to complete
each sentence.
1. Anna agreed to pay Paul £4000 to landscape the garden. Paul finished the work, but Anna was
not satisfied and refused to pay the money. This is a case of ______ law.
A. Administrative B. IP C. Corporate D. Contract
2. Ken and Jim want to start a business together and they need a solicitor to draft an agreement
about how they will share the responsibilities of the business. This is a case of ______ law.
A. Administrative B. Corporate C. Contract D. Labour
3. In 2007, Louis Vuitton Malletier lost a copyright infringement case against the dog toy
company Haute Diggity Dog. This is a case of ______ law.
A. Corporate B. IP C. Bankruptcy D. Criminal
4. Phillip wants to buy his house, but there is a problem with the exact position of the house. The
buyer's solicitor must check this before the contract is signed. This is a case of ______ law.
A. Real property B. IT C. Corporate D. Tax
5. Elisabeth’s company transports goods from America to England by ship. However, there was
a bad storm at sea last week and the ship sank off the coast of France. This is a case of ______
law.
A. Maritime B. Advertising C. Corporate D. Tax
6. Emily has been very ill after an operation. She thinks that the doctor was negligent and that he
has made her illness worse. She wants to claim damages. This is a case of ______ law.
A. Tort B. Contract C. Criminal D. Labour
7. David has been using the Internet to send a lot of private emails at work and his boss says that
this is an abuse of the time for which he is paid. This is a case of ______ law.
A. Company B. IP C. IT D. Labour
8. Apple's App Store rules force developers to use its in-app payment system with 30%
commission and prevent them from informing users of cheaper payment methods. This is a case
of ______ law.
A. Competition B. Bankruptcy C. IT D. Contract
9. Andy was accused of hiding $365m worth of income for more than 5 years. He used offshore
bank accounts to do this. This is a violation of ______ law.
A. Competition B. Tax C. Labor D. Contract
10. John lent Ben his new sport car so that Ben could drive to a business appointment. When the
car was returned, it was in terrible condition. This is a case of ______ law.
A. Administrative B. Equity and Trusts C. Labour D. Tax
Task 6: Read the following passages and choose the best option (A, B, C, or D) to fill in each
blank.

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 PASSAGE 1
The difference between barristers and solicitors is that a barrister (1) ________ people in
court and a solicitor mainly performs legal work outside court. The training to become a barrister
or solicitor is very different. After graduating from the university, if a person becomes a law
assistant and passes the Bar Vocational Exam, he or she will become a qualified (2) ________.
The Bar Vocational Exam is exclusively focused on the skills and knowledge required to work in
this profession. This is followed by 12 months of pupilage. Then, the Legal Practice Course
needs to be taken and the (3) ________ of business law, property law, litigation and advocacy is
compulsory. This is followed by a two-year training contract in a law (4) ________.
Most solicitors are salaried employees and (5) ________ legal documents, report to a
senior person and work within a law firm. Barristers are self-employed but usually work out of
chambers with a clerk. Theoretically, they are free to work as and when they please, and
barristers must be (6) ________ in advanced. Barristers are paid a fee for each legal (7)
________ they have successfully performed in courts. A barrister’s earnings are therefore much
less (8) ________ than a solicitor’s, particularly in the early years.

1. A. writes B. enters C. defends D. sues

2. A. attorney B. assistant C. judge D. trial
3. A. prepare B. practice C. establish D. carry
4. A. paper B. tax C. evidence D. firm
5. A. raise B. act C. draft D. claim
6. A. booked B. respected C. dealt D. set
7. A. verdict B. case C. jury D. branch
8. A. popular B. strong C. secure D. powerful

PASSAGE 2
The two main (1) ________ of the legal profession are solicitors and
barristers. Solicitors’ work covers a broad range, including commercial and
private clients on business and civil (2) ________ and undertaking litigation.
The degree of specialization of solicitors’ firms varies. Some firms (3) ________
general legal services, from conveyancing and drafting wills or acting for
defendants in criminal cases. Others (4) ________ in one or two civil subsets,
such as corporate law or contract law. The smaller the firm and the broader
its range of work, the area its solicitors likely will fit in only one area.

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 Most barristers usually (5) ________ their clients in court, although some
do largely advisory work, for example on taxation or company matters. Daily
tasks of barristers include giving legal advice to clients, (6) ________ legal
documents, and defending clients in court. In their early years, most
barristers undertake a broad range of cases until they develop their (7)
________ in a particular area. Some barristers can continue to (8) ________ law
until their retirement, or they can decide to become a judge. The potential
for earning growth is huge if someone chooses a career as a barrister.

1. A. actions B. branches C. methods D. ways

2. A. cases B. trials C. assistants D. attorneys
3. A. sues B. connect C. expect D. offer
4. A. arrive B. specialise C. defend D. sign
5. A. represent B. enter C. book D. set
6. A. acting B. carrying C. preparing D. establishing
7. A. skills B. leaders C. products D. firms
8. A. find B. entertain C. claim D. practice

PASSAGE 3
Read the following passage and choose the correct words to fill in the blanks.
Practice 2 Appointed 4 Clients 3 5 guilty
6 cases 8 rejected 7 defendant Pass 1

In England, a “barrister” has to (1) ________ the Bar Examinations and spend one year
in training before being fully accepted to (2) ________ law. Barristers have the right to speak in
court on behalf of their (3) ________. A court can bring a person to trial or give a sentence.
In England, judges are (4) ________ by the Lord Chancellor. The minimum requirement
for being a judge is that one should be a barrister or solicitor for ten years. Judges remain in
office unless they are found (5) ________ of gross misconduct.
Juries are used in criminal trials and in some civil (6) ________. The role of the jury is to
decide if the verdict should be for or against the (7) ________. Members of a jury (called
“jurors”) normally have no knowledge of the law and follow the explanations of the judge.
Anyone whose name appears on the electoral register and who is between the ages of 18 and 70
is eligible for jury service. Judges, barristers, solicitors, doctors, priests, people who are on bail,
and people suffering from mental illness are not eligible for jury service. Potential jurors can be
(8) ________ if one of the parties to the case thinks they are or may be biased.
PASSAGE 4
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 Read the following passage and choose the correct words to fill in the blanks.
3 graduate 2 attorneys 7 specialise 8 act
5 associate 6 argue 1 barrister 4 partnerships
In England we have two different types of lawyers. One is known as a solicitor and the
other is a (1) ________. In contrast, in the USA, every lawyer is usually known as (2) ________.
An English law student has to decide which type of lawyer they would like to become when they
finally (3) ________ the university.
Most English law students decide to become a solicitor. These are the lawyers that a
client will usually meet first. Most solicitors work in small private businesses, known as (4)
________ or law firms.
A young lawyer will usually work first as an (5) ________ of the firm and gain some
experience while being paid a fixed salary before being offered the opportunity to become a
partner. Solicitors can give legal advice, prepare legal documents, but cannot (6) ________ for
their clients in court.
The second type of lawyer is known as barristers, who mainly (7) ________ in a
particular area of law. They give advice and opinions to solicitors and their clients, and they have
the right to (8) ________ in all of the courts. Barristers all work alone as individuals because
they are forbidden to work as partners.

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 Task 7: Read the passages carefully and answer the questions that follow. You
should spend about 20 minutes on each passage.
PASSAGE 1
For the ambitious graduate wishing to train as a commercial lawyer, we - Banker Rose
Co., Ltd. - offer trainees first-rate work in an informative, challenging and busy atmosphere,
where your training time counts from day one. We require approximately 15 exceptional trainee
solicitors each year to contribute to our future growth, in both our London and Manchester
offices.
We handle only commercial matters, offering training in company, commercial and
finance, commercial litigation, employment, media, energy, trade and commodities, shipping and
property law, and in the business skills essential to success as a solicitor. We will pay your full
course fees for both the GDL and LPC, plus maintenance of £6,000 during your GDL and £7,000
through your study year.
If you would like further information, please contact Graham Matthews, our Graduate
Recruitment and Trainee Manager, on 0650 581 8967 or by email at
[email protected].
Barker Rose will present its Graduate Recruitment Programme at the University of
London Law Fair on 15 May at 2.30 p.m. in the John Adams lecture theatre.
Answer the following questions briefly.
1. When does the contribution of a trainee start to count?
…………………………………………………………………………………………
2. Where is Banker Rose going to expand its business?
…………………………………………………………………………………………
3. What are three examples of legal matters that the company deals with?
…………………………………………………………………………………………
4. Who will pay fees for the GDL and LPC?
…………………………………………………………………………………………
5. How can an applicant contact Graham Matthews?
…………………………………………………………………………………………
Do the following statements agree with the information given in the passage? Write:
TRUE if the statement agrees with the information
FALSE if the statement contradicts the information
NOT GIVEN if there is no information on this
6. Trainee solicitors at Barker Rose start their training from the first day of work.
7. Trainees must pay for their own GDL and LPC course fees.

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8. Barker Rose only recruits trainee solicitors for its Manchester office.
9. Applicants must have at least two years of legal experience before applying.
10. The recruitment manager, Graham Matthews, prefers to be contacted by phone rather than
email.

PASSAGE 2
This law course focuses on UK company law within the framework of modern capitalism
and the global economy. Through a series of introductory lectures and seminars, students will gain
a clear understanding of key topics such as company formation, corporate finance and funding,
corporate governance, and major structural changes in a company, including insolvency and
liquidation. Additionally, the course will explore the general functions of a company as a business
entity.
In the second part of the course, students will study corporate personality, corporate rights,
and the rights of company members in greater detail. The course will then introduce the directors'
duties established under the Companies Act 2006, explaining their role in corporate decision-
making and responsibilities.
At the end of the course, students will examine how lawyers assist businesses in ensuring
that directors fulfill their obligations. These responsibilities extend not only to shareholders but
also to other stakeholders, the environment, and the communities where the company operates.
To reinforce these concepts, the course offers two optional sessions. Both sessions provide
guidance on drafting key corporate documents, such as the memorandum and articles of
association, which defines a company’s structure and governance. These sessions serve as a useful
supplement to the company law module.
Answer the following questions briefly.
1. In what context is UK company law studied?
…………………………………………………………………………………………
2. What is aimed at improving students with knowledge of UK company law?
…………………………………………………………………………………………
3. When will students learn more deeply about corporate and members’ rights?
…………………………………………………………………………………………
4. Who are directors responsible to?
…………………………………………………………………………………………
5. How many sessions are suggested for drafting the memorandum and articles?
…………………………………………………………………………………………
6. What will students learn in the introductory lectures and seminars?

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 A. The history of company law B. Criminal cases in business
C. Company formation and corporate finance D. Family law and contracts
7. Which of the following is included in major company changes?
A. Corporate governance
B. Business marketing
C. Employee training
D. Insolvency and liquidation
8. What is a key topic in the second part of the course?
A. Tax regulations B. Directors’ duties
C. International politics D. Consumer rights
9. How do lawyers help businesses in this course?
A. By ensuring directors meet their duties
B. By advising on business strategies
C. By handling tax payments
D. By hiring company employees
10. What do the two optional sessions focus on?
A. Financial management B. Drafting corporate documents
C. Company procedures D. International trade policies

PASSAGE 3
Kent Law School was the first university in Britain to open a law clinic and introduce a
‘clinical legal studies’ program as part of its undergraduate curriculum. The Kent Law Clinic was
created in 1992, offering a special chance for law students to practice law while still completing
their studies. Students regularly represent clients in a variety of legal hearings and, in recent years,
have successfully helped individuals who were representing themselves in the Court of Appeal.
The clinic provides free legal advice to clients, with all legal work done by law students under the
supervision of qualified lawyers.
By working on live cases, students gain valuable experience and deepen their
understanding of the law. They also reflect on their legal practice to improve their skills. Unlike
dealing with fictional problems in seminars, students work with real clients, which helps them
develop important legal skills. These skills include interviewing, negotiating, and advocating in
court. The clinic creates an environment of active participation, where students are deeply
involved in legal practice and the legal issues that affect society outside the university.

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 Overall, the clinic offers a unique and practical experience, allowing law students to build
both their legal knowledge and practical skills while making a real difference in the lives of their
clients.
Answer the following questions briefly.
1. What is included in the undergraduate curriculum of Kent Law Clinic?
…………………………………………………………………………………………\
2. Who does the legal work there?
…………………………………………………………………………………………
3. What service do clients not have to pay for?
…………………………………………………………………………………………
4. How can students improve their knowledge?
…………………………………………………………………………………………
5. What kinds of practical skills can be learned?
…………………………………………………………………………………………

Read the following summary of the passage. Fill in the blanks with NO MORE THAN
THREE WORDS from the passage.
Kent Law School was the first in Britain to establish a law clinic and offer a 'clinical legal
studies' program as part of its (6) ______________. The Kent Law Clinic, founded in 1992,
gives law students the opportunity to (7) ______________ while still studying. Students
represent clients in various legal hearings and, in recent years, have assisted those representing
themselves in the (8) ______________. The clinic offers free legal advice, with law students
completing all legal work under the supervision of (9) ______________. By working on live
cases, students improve their skills in interviewing, negotiating, and (10) ______________ in
court, and they can help the students to gain practical experience that prepares them for real-
world legal practice.

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 MODULE 2: CONTRACT LAW
1. offer (n): 21. rights and obligations (n):
2. acceptance (n): 22. terms and conditions (n):
3. consideration (n): 23. essential terms (n):
4. intention (n): 24. article (n):
5. legal capacity (n): 25. clause (n):
6. counteroffer (n): 26. issue (n):
7. remedy (n): 27. annex (n):
8. breach (n, v): 28. to revoke:
9. offence (n): 29. to incur (v):
10. damages (n): 30. to file a lawsuit against s/o:
11. to award damages for: 31. restitution (n):
12. to amend (v) => amendment (n): 32. to terminate (v):
13. party (n): 33. to be liable for damages:
14. enforceable contract (n): 34. to claim damages:
15. binding contract (n): 35. to sue (v):
16. void contract (adj): 36. to appeal (v):
17. voidable contract (adj): 37. to reverse (v):
18. express contract (n): 38. to fulfill the order:
19. implied contract (n): 39. to draft a contract:
20. valid (adj):

I. KEY TERM KNOWLEDGE

Task 1: Match the following terms (A-J) with their corresponding definitions (1-10).

A. down payment B. consent C. breach D. entitle E. remedy

F. force majeure G. damages H. valid I. claim J. warranty

1. a judicial solution to an infringement

2. legally acceptable or having the legal effect to be executed

3. to break a law, a promise, or an agreement

4. a legal demand for compensation or damages

5. an unexpected event that allows one party to terminate the contract without being liable for
damages

6. a part of the full price paid at the time of purchase

7. to give someone the right to do something

8. the money awarded by a court in compensation for loss or injury

9. a written promise from a company to repair or replace a defective product

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10. a permission or an agreement to do something

Task 2: Fill in the blanks with the appropriate elements of an enforceable contract.

offer. acceptance, consideration, intention, capacity, legality

1. Joel offered to sell his land to Jim for 2 billion VND, but Jim could not decide and kept silent.
Therefore, Joel sold the land to Jack before Jim brought the money to carry out the
transaction. This is not a breach of contract law because there is no _______________ in this
case.
2. Ben placed an announcement offering $500 for anyone furnishing information about his
missing wallet. Marry saw the wallet and phoned Ben. However, the wallet was returned to
Ben by a police officer and Ben refused to give Mary the money. This is not a breach of
contract law because there is no _______________ in this case.

3. David was injured and Henry (his friend) took care of David out of goodwill. Initially, David
promised to reimburse the expenses but later he refused to pay. This is not a breach of
contract law because there is no _______________ in this case.

4. John's father promised to buy him a car if he could pass his university entrance exam. After
John passed the exam with a high score, his father refused to fulfill the promise as agreed.
This is not a breach of contract law because there is no consideration and _______________
in this case.

5. Ryan’s son promised to sell his father’s farm to Peter, despite Ryan’s excessive alcoholism
impairing his judgment. However, Peter refused to sign the contract, stating that the contract
is not legally enforceable and valid because there is no _______________ in this case.

6. Ruth was sent by his master to find the missing cat and announced a reward of $500 for
anyone who could locate the cat. This is an example of an _______________ made to the
public.

7. Peter offered to sell his car to Jack for $5,000 via his email, but Jack only replied with "I'll
think about it." Peter later sold the car to someone else. This is not a breach of contract law
because there is no consideration and _______________ in this case.

8. During break time, Rose jokingly told her colleague, "If I win the lottery, I'll buy you a car”,
and the colleague laughed and agreed. Later, she won $2 million but refused to give the
colleague a car. This is not a breach of contract law because there is no consideration and
_______________ in this case.

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Task 3: Pursuant to the Law of selling and buying goods, rearrange the following products
into the correct categories.

mainboard, candle, jewel, jacket, toothpaste, plane ticket, car, corn, belt, bean, battery, tie,
iron, toilet paper, piano, screen, shoes, toothpick, glass, soft drink, sandals, air conditioner,
wheel, petroleum, mouse, sweet, earrings, steel, instant noodles, razor, flower, pedal.

Raw materials Non-durable goods Component products

…………………………… …………………………… ……………………………

…………………………… …………………………… ……………………………

…………………………… …………………………… ……………………………

Convenience goods Shopping goods Specialty / Luxury and non-

essential goods

…………………………… …………………………… ……………………………

…………………………… …………………………… ……………………………

…………………………… …………………………… ……………………………

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II. VOCABULARY PRACTICE IN SYNTACTIC CONTEXTS
Task 4: Fill in each blank with the correct form of the word in brackets.

1. The transaction will _______________ once both parties accept the final terms outlined
in the contract. (COMPLETE)
2. The company must replace any defective products that _______________ the agreed
warranty terms. (NOT MEET)
3. We have agreed to draw up a new contract after _______________ the price list
provided by the seller. (REVIEW)
4. The verbal agreement was not binding, so the buyer decided _______________ the
deal. (TERMINATE)
5. The contract _______________ by the law of the seller’s country, pursuant to the previous
agreements. (GOVERN)
6. The buyer had no intention of _______________ the contract, but the defective goods
forced them to do so. (BREACH)
7. The contract was signed by both parties, _______________ their acceptance of the
goods provided. (CONFIRM)
8. The buyer has the right _______________ a refund if the goods are not in accordance
with the agreement. (DEMAND)
9. If you don’t mind ____________ for a few minutes, we can check the issue for you. (WAIT)
10. The seller agreed ____________ the defective goods within 30 days of receiving the
complaint. (REPLACE)
Task 5: Choose the best option (A, B, C, or D) to complete each sentence.
1. The seller may _____ the terms of the agreement if the buyer does not fulfill their
obligations.
A. impose B. reconcile C. indemnify D. renew
2. If a product is sold with a _____, the buyer can expect repairs or replacement if it is
defective.
A. offer B. agreement C. penalty D. warranty
3. A party is _____ for the loss or damage if they fail to comply with the terms of the contract.
A. signed B. entitled C. claimed D. called

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 4. The buyer must _____ with the goods before accepting them to ensure they meet the terms of
the contract.
A. anticipate B. repair C. comply D. reconcile
5. The contract will be automatically _____ if neither party agrees to its renewal.
A. terminated B. expired C. guaranteed D. drafted
6. An event such as a natural disaster, known as _____, can release both parties from their
contractual obligations.
A. offence B. source C. strike D. act of god
7. The seller’s _____ will detail the prices and types of goods available for sale.
A. price list B. documentation C. receipt D. offer
8. If one party fails to fulfill their _____, the contract may be considered void or breached.
A. intention B. obligation C. capacity D. money
9. A written _____ must be provided to formally cancel a contract before the agreed-upon date.
A. injury B. holiday C. notice D. acceptance
10. A business is obligated to _____ any damage caused to the buyer’s property during the
transaction.
A. manage B. exceed C. adapt D. cover
III. PASSAGE COMPLETION
Task 6: Read the following passages and choose the best option (A, B, C, or D) to fill in each
blank.
PASSAGE 1
When selling and buying goods, both parties have (1) ________ and liabilities. These
rules help ensure fairness and protect both parties in a business transaction.
First, sellers have to provide goods that match the description they gave and to meet the
customer’s (2) ________. For example, if a seller says the product is new, it must not be used.
The goods must also meet a certain quality (3) ________ and be fit for the purpose they are sold
for. If the goods are defective or damaged, the seller may be liable for a (4) ________, a
replacement, or a repair.
Sellers must also deliver the goods on time, as agreed in the contract. If they fail to
deliver on time, they may have to pay compensation to the buyer. The seller must also provide
proper invoices or (5) ________ for the goods sold. Buyers also have responsibilities. They must
pay the agreed price for the goods on time. If the buyer does not pay, the seller can take legal (6)
________ to get the money. Buyers must inspect the goods after delivery and inform the seller
immediately if there is a problem.

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 Both parties should follow the (7) ________ and conditions of their contract. If either
party breaches the contract, they may face legal liabilities, including paying damages or (8)
________. By following these rules, business transactions remain fair and reliable.
1. A. offers B. obligations C. offences D. departments
2. A. damages B. forms C. link s D. requirements
3. A. message B. question C. standard D. trial
4. A. refund B. break C. condition D. consideration
5. A. intentions B. receipts C. agreements D. risks
6. A. actions B. calls C. notices D. claims
7. A. transactions B. lists C. dates D. terms
8. A. penalties B. acceptancesC. arbitrators D. charges
PASSAGE 2
A (1) ________ product is one that does not work properly, is damaged, or is not as
described by the seller. The rules for returning a defective product can protect the buyers and
ensure (2) ________ business practices.
The first rule is that the buyer must inform the seller about the problem as soon as
possible. The buyer should explain the problem and show some proof, such as the (3) ________
to show when and where the product is purchased.
The seller has the responsibility to (4) ________ a solution. This can include repairing
the product, replacing it with a new one, or giving a full (5) ________. The choice depends on
the type of problem and the agreement between the buyer and seller.
In some cases, there is a time (6) ________ for returning defective products. For
example, the buyer may need to return the item within 30 days of purchase. If the defect is found
later, the buyer may still have rights under the (7) ________ period. Both buyers and sellers must
follow these rules. If the seller refuses to accept the return without a (8) ________ reason, the
buyer may take legal actions to resolve the issue.
1. A. defective B. binding C. voluntary D. expiry
2. A. illegal B. discharged C. fair D. written
3. A. intentions B. receipts C. agreements D. risks
4. A. deal B. suit C. offer D. focus
5. A. refund B. break C. condition D. consideration
6. A. cost B. fulfill C. guarantee D. limit
7. A. obligation B. warranty C. capacity D. compensation
8. A. non-verbal B. recent C. enforceable D. valid

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 PASSAGE 3
Read the following passage and choose the correct words to fill in the blanks.
compensation delivery defective transactions
fair match breach refund

The law of buying and selling goods can protect both buyers and sellers in business (1)
________. It sets clear rules for how goods should be sold and what rights and responsibilities
both parties have. These rules ensure that all business deals have to be (2) ________ and reliable.
One important rule is that sellers must provide goods that (3) ________ the description
they gave. The goods must also be of good quality and fit for their purpose. For example, if a
buyer purchases a washing machine, it should work properly. If the goods are (4) ________ or
damaged, the buyer has the right to ask for a repair, replacement, or a full (5) ________.
Buyers also have responsibilities under the law. They must pay the agreed price for the
goods on time and check the goods after (6) ________. If there is a problem, the buyer should
notify the seller immediately. Both parties must follow the terms and conditions of their contract.
Any (7) ________ of contract may lead to a legal action. For example, if the seller does not
deliver the goods within the agreed time, the buyer can ask for (8) ________.
PASSAGE 4
represent benefits valid signing
terms entering consideration binding

One element of a contract is (1) ________ which refers to something with financial value
such as a right, an interest, or the money accruing to the one party. In other words, the parties
must gain some (2) ________ or suffer some losses.

Motive is not the same. Under the Contract law, a motive could be understood a personal
reason for (3) ________ into a contract. It may not coincide with what you are giving or
receiving as stated in the contract.

Under the contract law, there is no legally (4) ________ contract if this element does not
exist. It cannot be an act or a thing which is illegal, immoral, or contrary to public interest. An
example would be a contract to employ an unqualified attorney to (5) ________ client in a court
case.

Many years ago, people (6) ________ a contract would put hot wax on the bottom of the
paper and press a family ring into it. This seal was a sign of consent to the (7) ________ and
conditions of the contract. In modern times, deeds are used mostly in contracts that involve land.
If a contract is a deed, then no consideration is required. This means that if, for example,

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 donating a land to charity is made under seal, this is an enforceable contract, even though there is
no (8) ________ consideration.

IV. READING COMPREHENSION

Task 7: Read the passages carefully and answer the questions that follow. You should spend
about 20 minutes on each passage.

PASSAGE 1

A sales and purchase agreement (SPA) is a binding legal document that governs the
transaction between a buyer and a seller. The agreement must clearly identify the property or
goods being sold, ensuring no misleading information is provided. SPAs often specify payment
terms such as a down payment, expiry date, or a price list, while also detailing obligations for
both parties. For instance, sellers might provide a warranty to repair, replace, or refund in case of
defective goods, while buyers are expected to fulfill their financial liabilities. The agreement
may also address unexpected events like force majeure or an act of god, which could impact the
operation or execution of the contract.
The SPA must include appropriate documentation, including an annex detailing
additional conditions or a receipt confirming payment. Clauses to prevent a breach of contract,
including penalties or remedies for non-compliance, are also common. If disputes arise, the
agreement may specify resolution methods, such as appointing an arbitrator. Ensuring
compliance with laws pursuant to trade and sales regulations is crucial, as failure to do so could
expose parties to significant damages or claims. By outlining these essential elements, SPAs help
to reconcile differences, avoid default, and protect both parties, ensuring fair and transparent
dealings in the sale of goods or services.
Answer the following questions briefly.
1. What key elements does a sales and purchase agreement typically set out?
…………………………………………………………………………………………
2. What obligations might sellers have if the goods they sell are defective?
…………………………………………………………………………………………
3. What type of documentation must the SPA include to confirm payment?
…………………………………………………………………………………………
4. What resolution method might be specified in the agreement for handling disputes?
…………………………………………………………………………………………
5. Why is compliance with trade and sales regulations important in a sales and purchase
agreement?
…………………………………………………………………………………………

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Do the following statements agree with the information given in the passage? Write:
TRUE if the statement agrees with the information
FALSE if the statement contradicts the information
NOT GIVEN if there is no information on this
6. The SPA is a binding legal document that governs transactions between a buyer and a seller.
7. The SPA does not need to specify payment terms such as down payments or expiry dates.
8. The SPA specifies that only the buyer can request repairs for defective goods.
9. The agreement must always include a specific penalty clause for breach of contract.
10. The SPA may specify dispute resolution methods, such as appointing an arbitrator.

PASSAGE 2
Mistakes in a sales and purchase agreement (SPA) can lead to serious legal and financial
consequences. One common mistake is failing to clearly identify the property or goods being
sold, which can result in misleading terms or disputes between the parties. Omitting key details
such as the down payment, price list, or expiry date for obligations can expose both parties to
liabilities. Sellers often overlook warranties to repair, replace, or refund defective goods, leaving
buyers without remedies. Similarly, buyers may fail to ensure their financial liabilities are
accurately documented, increasing the risk of default. Another common error is not addressing
unexpected events like force majeure or an act of god, which may disrupt the operation or
execution of the agreement. Inadequate clauses to govern penalties or indemnify parties for
damages in case of breach can leave them liable to claims. Missing documentation, such as an
annex detailing additional conditions or a receipt confirming payment, can also lead to non-
compliance. Dispute resolution methods, like appointing an arbitrator, are often ignored, making
reconciliation difficult. Parties may neglect compliance with trade and sales regulations pursuant
to law, resulting in penalties or lawsuits. To avoid these mistakes, parties should carefully draw
up the agreement, ensuring it includes binding clauses, proper documentation, and consideration
for all obligations.
Choose the best answer for each question.
1. What is one common mistake in a sales and purchase agreement?
A. Clearly identifying the goods being sold
B. Including warranties for defective goods
C. Failing to identify the property or goods being sold
D. Adding a price list

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2. What can be the consequence of omitting key details like down payment or expiry date?
A. Exposure to liabilities B. More efficient transactions
C. Increased customer satisfaction D. Fewer legal disputes
3. What should sellers include to avoid leaving buyers without remedies?
A. Payment receipts B. A price list
C. Warranties to repair or replace defective goods D. Expiry dates for obligations
4. What can the missing clauses regarding penalties or indemnification lead to?
A. Protection from damages B. Liability to claims
C. Dispute resolution D. Reduced legal disputes
5. What is the consequence of missing documentation, such as an annex or a payment receipt?
A. Non-compliance B. Effective dispute resolution
C. Increased buyer satisfaction D. Improved transaction speed

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 MODULE 3: COMPANY LAW
1. business entity (n): 18. Board of directors (n):
2. business personality (n): 19. Board of management (n):
3. business conduct (n): 20. creditor (n):
4. distinct (adj): 21. to list = to register (v):
5. certificate of incorporation (n): 22. statutory form (n):
6. memorandum of association (n): 23. to monitor (v):
7. articles of association (n): 24. to regulate (v) => regulator (n):
8. internal affairs (n): 25. to file (a document):
9. tax treatment (n): 26. to comply with (v):
10. sole proprietor (n): 27. stakeholders (n):
11. partnership (n): 28. commitment (n):
12. limited liability company (n): 29. to wind up (v):
13. public limited company (n): 30. non-affiliated (n):
14. franchise (n): 31. proactive (adj):
15. subsidiary (n): 32. bottom line (n):
16. intermediary (n): 33. agenda (n):
34. initiative (n):
17. self- employment (n):

I. KEY TERM DEFINITIONS

INDUSTRY TYPES, BUSINESS TYPES, AND BUSINESS MODELS

Task 1: Match the legal terms (A-J) with their corresponding definitions (1-10).

A. public limited B. sole trader C. Articles of D. limited liability E. business entity

company Association company
F. franchise G. Certificate of H. business I. partnership J. Memorandum of
Incorporation conduct Association

11. A form of business whose shares are not traded on the stock market and the owners only pay
part of the money they owe if the company goes bankrupt
12. A form of business which offers its shares to be traded on the stock exchange for the general
public
13. A legal document that contains the fundamental conditions under which the company is
allowed to operate
14. A self-employed person who runs their own business, and does not have a partner or any
shareholders
15. A legal document that includes rules and regulations of the company’s internal affairs and
structures
16. A form of business between a local entrepreneur and a well-established business under an
existing business model and trademark
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17. A form of business where two or more people share ownership, the responsibility for
managing the company, the profits, and all liabilities
18. A legal document issued by a governmental authority granting a company status as a legal
entity
19. A legally recognized organizational structure to facilitate specific business activities
20. A set of organizational rules that govern the conduct of the company and its members

Task 2: Write the correct business type for each picture.

1. ……………………….

2. ……………………….

25
3.
……………………….

4. ……………………….
Task 4: Look at the following business types. Read what the people say below and match their
businesses with the correct business type.

sole trader/ sole proprietor partnership

limited liability company public limited company

a. Esther Jackson: “We set up our business together two years ago. I'm an accountant and Mark
is a builder. We trade under the name of MH Property Services. Mark does all the building work
while I deal with all the paperwork. Mark and I share all the profits. We didn't have to register
the business anywhere. We took out a loan from the bank when we set up, to buy a van and any
tools that Mark needed. The bank insisted on securing the loan on our house, but as we were
confident about the future of the business, we decided to take this risk.”
This type of business is a ____________________________.
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b. Harriet Higgins: “I own shares in Express Enterprises, which I bought two years ago through
a stockbroker. Express Enterprises has just announced that it has made record profits this year.
It has declared a dividend, which provides an excellent return on my investment. This dividend is
to be distributed soon. All of the shareholders will be delighted that the price of shares has risen
by 21 pence each since this announcement was made. Stockbrokers are reporting that a lot of
people are interested in buying Express Enterprises' shares.”
This type of business is a ____________________________.

c. Hassan Abdullah: “I own a consultancy firm. I have office premises in Birmingham and I
employ two full-time employees. I have just completed the annual return for the last year of
trading, providing details of the capital, the shareholders, address of the registered office and
other information. My accountant is preparing the annual financial accounts. Business
fluctuated last year, but I am optimistic that it will grow and provide a steady income.”
This type of business is a ____________________________.

d. Elliot Solomon: The four of us set up our accountancy business about 18 months ago. After
considering the options, we decided on this type of business structure. Most new professional
services are using this structure. There is less risk involved as we are only liable for the amount
of money we contributed to the business. Tax was another consideration. We didn't want to pay
corporation tax which is generally at a higher rate, so we opted for this. We each have to pay
income tax on our share of the business profits.'
This type of business is a ____________________________.
e. Suzanne Marshall: “I am a maths teacher. I used to work in a big school, but decided that I
wanted to do private tutoring, specialising in helping children who find it difficult to understand
maths. The business is very successful and I have a waiting list of parents who are interested in
their children having lessons with me. I don’t want a big business, I’m happy just doing the
hours I want. I can be as flexible as I want. If I need more money, I just accept extra pupils. The
business is easy to run and I'm not restricted by rules and regulations.”
This type of business is a ____________________________.

Task 5: Fill in the blanks with appropriate words of industry types, business models, and types
of companies.

Industry types: primary, secondary, tertiary

13. Shippmaking is considered as the ______ industry because it produces finished, usable
products for marine purposes.

27
14. Hospitality is a ______ industry that involves hosting guests in such areas of restaurants and
hotels.

15. Oil and gas extraction is a ______ industry that involves the process of extracting oil via
pump jacks and other artificial lift devices for further refinery processes later.

Business models: B2B, C2C, B2C, B2B2C

16. The ______ e-commerce sales follow the retail model, where a business sells directly to
individuals, but business is conducted online as opposed to in a physical store.

17. John set up his online business last year with the ______ model to sell ready-made and
healthy food to office workers.

18. Starbucks is an example of the ______ business model because this type of company sells
their products directly to customers.

19. AIA Life Insurance follows both ______ and B2C business model as the company sells their
products and services directly to businesses and consumers.

20. In 2020, Vietnamese VinGroup has officially launched its ______ e-commerce platform
VinShop to connect goods directly from manufacturers to grocery store owners, and finally sell
the products to end users.

Types of company: holding, subsidiary, state-owned, public limited

non-government, foreign, private, limited liability

21. Heineken Vietnam Brewery is a ______ business because its shares are not listed and traded
on the stock market, but it amounted to approximately 0.95% of the nation’s total GDP through
its value chain last year.

22. In September 2016, the pharmaceutical and medical device company Johnson & Johnson
(J&J) announced they were buying Abbott Medical Optics for $4.3 billion and become the
______ company of Abbott.

23. Ebay Inc. is an American multinational e-commerce ______ company based in San Jose,
California and one share of EBAY stock can currently be purchased for approximately $63.11.

24. Instagram has been the ______ of Facebook Inc. since 2014 with the acquiring capital at 1
billion USD, and Facebook Inc. has exerted ultimate control over anything that happens at
Instagram.

28
25. Vietnam Electricity (EVN) was established by the government as a ______ company in
1994, and has operated officially as a one-member limited liability company since 2010.

Task 6: Choose the correct answer for each sentence.

11. Under the Company law, a company and its members are ______ legal personalities, which
means that a company has separate rights, duties, and ability to sue and be sued ensured by law.
A. single B. ideal C. distinct D. incriminating
12. Under the Company law, members of a private limited company are generally not ______
responsible for the money owed by the company.
A. enforceably B. personally C. morally D. validly
13. The Articles of Association are made to define fundamental regulations relating to the
purposes and ______ affairs of a company to achieve the business objectives.
A. domestic B. local C. internal D. external
14. Under the Company law, a company has its own rights and duties under the law just like a
______ person.
A. revoking B. living C. formal D. natural
15. A company is a group of people which is treated as a legal person, with a ______ identity
from its shareholding members.
A. justified B. separate C. voidable D.
proximate
16. Companies have an inherent flexibility, implying that a company initially formed by a sole
proprietor can grow to be a ______ listed company.
A. publicly B. widely C. commonly D.
fraudulent
17. The “Articles of Association” regulates the company's internal management and ______
affairs, including matters such as the rights and obligations of shareholders and directors,
conduct of meetings and corporate contracts.
A. managerial B. innovative C. incorporated D. administrative
18. As business becomes increasingly globalised, company lawyers in one jurisdiction have to be
more aware of the company laws of other jurisdictions as well as international ______.
A. regulations B. customs C. traditions D. rules
19. Because of the limited liability of the members for its debts, as well as its separate
personality and tax ______, the company has become the most popular form in business.
A. offer B. remedy C. treatment D. invasion
20. Generally, the ______ of a company consists of two documents, the Memorandum of
Associations and the Articles of Association.
A. constitution B. proprietor C. inter alia D. fund

29
21. Once you have filed the required statutory forms as well as the constitutional documents with
Companies House, a ______ of incorporation will be issued to you.
A. degree B. qualification C. license D. certificate
22. Under the Company law, if a person decides to form an unincorporated business on his or her
own, that person will be a sole ______.
A. vehicle B. proprietor C. franchise D. management
23. A ______ is a form of business organization that is authorized to act as a legal entity
regardless of the number of owners.
A. corporation B. legislature C. partnership D. personality
24. A company is a voluntary ______ of persons recognised by law, having a distinctive name
and common seal, formed to carry on business for profit.
A. stakeholder B. agenda C. track D. association
25. One drawback of public limited companies is that there can be a loss of ______ by the
original owners as additional shares are sold.
A. affair B. control C. fund D. vehicle
26. Under the Company law, the directors are required to have regard to the desirability of the
company ______ a reputation for high standards of its business conduct.
A. balancing B. submitting C. maintaining D. winding
27. Under the Company law, the directors are required to have regard to the need to ______ the
company's business relationships with suppliers, customers, and others.
A. foster B. initiate C. activate D. associate
28. Under the Company law, the directors are required to have regard to the impact of the
company's ______ on the community and the environment.
A. privileges B. benefits C. operations D. commitments
29. In limited companies, the assets of the owners and the business are entirely separate, thereby
protecting the personal assets of the owners from the claims of the company’s ______.
A. creditors B. directors C. regulators D. contractors
30. A company is a stable form of business organization with perpetual ______, which means its
life does not depend upon the death, insolvency, or retirement of any or all shareholders or
directors.
A. consent B. existence C. claim D. discretion

Task 7: Choose the correct words with suitable verb forms to fill in the blanks.

A. restrict B. serve D. reflect E. comply F. enlarge

G. authorise H. register I. file J. incur K. promote

30
1. Under the British Company law, the transfers of shares in a private limited company are
generally ______ by the articles of association.
2. The main reason why the owners of private limited companies convert into public limited
companies is that they want to ______ additional capital to expand the business.
3. If a business offers its shares to the general public, it is known as a _______ company and
this allows the company to raise capital for expansion or diversification of business activities.
4. Under the Company law, governmental authorities and regulators need to monitor the
activities of companies frequently to ensure that these companies ______ with the law.
5. Under the Company law, a company must have an office in the jurisdiction at which it can be
______ with any legal process.
6. The Memorandum sets out the Company’s objects, or purpose, and it is important to ensure
that these properly ______ the company intentions.
7. Under the Company law, a company is capable of owning property, ______ debts, borrowing
money, employing people, entering into contracts, suing or being sued as an individual.
8. Under the EU Company law, a corporation is by nature an artificial person created or ______
by the legal statute for some specific purpose.
9. A director of a company must act in the way he considers would be most likely to ______ the
success of the company for the benefit of its members as a whole.
10. . In the UK, a Certificate of Incorporation is issued once the company's constitutional
documents and statutory forms have been ______.

31