Introduction to Law & Governance for CPA Foundation Level

This paper is intended to equip the candidate with the knowledge, skills and attitude that will enable him/her to apply the principles of law and legal systems in an entity and ensure compliance with basic principles of governance and ethics.

Learning Outcomes

A candidate who passes this paper should be able to:

Demonstrate knowledge of essential elements of the legal system
Demonstrate knowledge of legal personality
Apply law of contract and tort in various scenarios
Apply general principles of business law in practice
Apply fundamental principles of ethics in practice
Comply with fundamental principles of governance

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Introduction to Law and Governance Study Notes (Revised)

Course Syllabus

Nature, Purpose and Classification of Law
- Meaning of law
- Nature of law
- Purpose of law
- Classification of law
- Law and morality
- The Constitution
- Legislation and delegated legislation
- Substance of common law and doctrines of equity
- African customary law
- Islamic law, Hindu law and African customary law
- Judicial precedence
- General rules of International law and ratified treaties
Administrative Law
- Meaning of administrative law
- Sources of administrative law
- Functions of administrative laws
- Doctrine of separation of powers
- Delegated legislation
- Control of delegated legislation
- Discretion and Judicial count of executive
- Liability of state (contractual/ tortious)
- Principles of natural justice
- Judicial control of the Executive
- Independence of Judiciary
- Remedies in administrative law (mandamus, certiorari, prohibition, habeas corpus; injunction and declaration)
The Court System
- Establishment, structure, composition and jurisdiction of courts
- Supreme Court
- Court of Appeal
- High Court
- Employment and Labour Relations Court
- Environmental and Land court
- International Court of Justice
- Magistrates Court
- Court Martial
- Kadhi’s Court
- Distinction between Courts and Tribunals
Alternative Dispute Resolutions (ADR)
- Nature of alternative dispute resolutions (ADR)
- Nature and types of disputes
- Legal framework governing ADR
- General principles of ADR
- Negation and Conciliation
- Mediation
- Arbitration
- Dispute Review Boards
- Traditional dispute resolution mechanisms
Law of Persons
- Natural and artificial persons
- Nationality, citizenship and domicile
- Unincorporated and incorporated associations
- Co-operative societies
Law of Tort
- Nature of tort
- General defenses under tort
- Negligence
- Types of liabilities in tort
- Trespass
- Limitation and survival of actions
- Remedies in tort
- Principles in awards damages
- Defamation
Law of Contract
- Definition of a contract
- Classification of contracts
- Essentials of a valid contract
- Terms of a contract
- Exemption clauses
- Vitiating factors
- Discharge of contract
- Remedies for breach of a contract
- Limitation of actions
- Contract negotiation
- Information technology and the law of contract
Sale of Goods
- Nature of the contract of sale of goods
- Types of goods
- Formalities of the contract
- Terms of the contract
- Implied terms by statute, custom/usage
- Rights and duties of the parties
- Remedies for price and breach of contract
- Auction sales
- International contracts of sale: FAS, FOB, CIF, FCA, CPT, CIP, DAT, DAP, DDP, CFR, DAF, DDU, Ex-works and Ex-ship
Agency
- Meaning and nature of the agency contract
- Types of agents
- Parties to the agency relationship
- Creation of agency
- Authority of an agent
- Rights and duties of the parties
- Personal liability of agents
- Liability of the parties
- Termination of agency
Partnership
- Nature of partnership
- Registration process and requirements of partnership business
- Types of partnerships
- Rights, duties and liabilities of existing, incoming and minor partners
- Management of partnerships
- Dissolution of partnerships and its consequences
Indemnity and Guarantees
- Essential features of indemnity
- Nature and extent of liability of indemnifier
- Commencement of liability of indemnifier
- Nature of the contracts; essential features of contract guarantee; distinction between contract of guarantee/ indemnity extent of nature and surety
- Obligations of surety
- Discharge of surety
- Letters of credit
- Rights and duties of the parties
- Termination of the contract
- Remedies for breach of contract
Insurance
- Nature of the contract; types, parties to negotiable instrument
- Formalities of the contract
- Types of risks
- Parties to the contract of insurance
- Principles of insurance
- Types of insurance
- Transfers and amalgamation
- Termination of the contract
- ICT and insurance
Negotiable Instruments
- Nature and characteristics
- Negotiability of the instrument
- Types: Cheques, promissory notes, bills of exchange
- Types of crossings
- Obligations of the parties
- Banker- customer relationship
- Presentment; purpose, time, place
- Discharge from liability
- Modes of discharge
- Dishonour, mode of dishonour, nature of protest, penalties for dishonour
- Acceptance for honour
- Criminal liability
The Law of Property
- Definition of property
- Classification of property (real and personal, movable and immovable, tangible and intangible)
- Property in land: Private, public and community land
- Interests in land: Estates, servitudes and encumbrances
- Intellectual property: Plant breeder’s patents, trademarks, copyrights and industrial designs
- Administration and management of land
- Sectional properties
- Management company
- Obligations of lessor and lessee in sessional property Act
- Transfer of land rights
- Role of professionals (Advocates, Certified Secretaries) in land transactions
Introduction to corporate governance
- Corporate governance – Definition and objects
- Principles of corporate governance
- Best practice in corporate governance
- Role of stakeholders (shareholders, Board of Directors, Government)
- Conflict of interest - Investor education and protection of shareholders
- Compliance obligations
- Legal Audit- definition and objects
Professional Ethics
- Introduction and overview of professional ethics
- Professional misconduct
- Publicity and advertisement
- Morality and etiquette
- Professional ethics for accountants, corporate secretaries
- Ethics and practice within a firm
- Enforcement of professional ethics and standards

Sample reading and reference material

Jackson, T. The Law of Kenya. (3rd edition). Nairobi: Kenya Literature Bureau.
Ogola J. J., Business Law. (Revised Edition): Focus publications limited.
Furmston M., (2017). Cheshire, Fifoot and Furmston’s Law of Contract (17th edition) London: Butterworth’s.
Finch, E. & Fafinski, S. (2013) Tort Law (4th edition) London: Pearson.
Steel, J. (2017). Tort Law: Text, Cases, and Materials (4th edition). Oxford: Oxford University Press.
KASNEB e-learning resources (link on the KASNEB website).
KASNEB approved study packs.