Institute of Commercial Management | Qualification Subject

Business Law

ICM Professional Diploma Unit


Formation of Contract

  • What is a contract?
  • The intention to create legal relations
  • Offer
  • Termination of an offer
  • Acceptance
  • Agreement without offer and acceptance
  • The nature of consideration
  • Executory, executed and past consideration
  • Sufficiency of consideration
  • Privity of contract

Terms of Contract

  • The terms of contract
  • Incomplete contracts
  • Conditions and warranties
  • Oral evidence relating to contracts in writing
  • Representations and contract terms
  • Implied terms
  • The required form of contracts
  • Exclusion clauses
  • The Unfair Contract Terms Act 1977
  • The Unfair Terms in Consumer Contracts Regulations 1994

Vitiating Factors

  • Contractual capacity
  • Mistake
  • Misrepresentation
  • Duress
  • Undue influence
  • Void and illegal contracts

Discharge of Contract

  • How a contract comes to an end
  • Performance
  • Agreement
  • Breach of contract
  • Frustration
  • Remedies available for breach of contract
  • Damages
  • Action for the price
  • Equitable remedies
  • Limitation to actions for breach
  • Quasi-contract


  • The creation of agency
  • The duties of an agent
  • The rights of an agent
  • The authority of an agent
  • Liability of the parties
  • Agents acting for undisclosed principals
  • Termination of agency
  • Special types of agent

Sale of Goods

Definition of a Contract for the Sale of Goods

  • The Sale of Goods Act 1979 and the relevant changes made by the Sales and Supply of Goods Act 1994 (s14) and the relevant changes made by the Consumer Rights Act 2015, in particular chapters 2 and 3 and the impact on sections 12, 13, 14 and 18 of the 1979 Act
  • Types of goods
  • The price
  • Time of performance
  • Seller’s title
  • Description of the goods
  • Sale by sample
  • Satisfactory quality and fitness for purpose
  • Passing of property and risk
  • Nemo dat quod non habet
  • Delivery
  • Acceptance and rejection
  • Remedies of the parties, Romalpa clauses
  • The Supply of Goods and Services Act 1982

Business Law Syllabi & the Consumer Rights Act 2015

The Consumer Rights Act came into force in October 2015, which in many ways amends the Sale of Goods Act, under the Business Law Syllabi.

Students must expect examination questions relating to the new Act from the December 2016 Business Law examinations.

Consumer Credit and Protection

Consumer Credit

  • Forms of consumer credit
  • What is a regulated agreement?
  • The classification of regulated agreements
  • The protection of debtors
  • Lenders liability
  • Termination of credit agreements
  • Extortionate credit bargains
  • Consumer credit licensing, advertising and canvassing
  • Credit cards

Consumer Protection

  • Consumer protection
  • Trade descriptions
  • Consumer safety
  • Product liability


  • Tort and other wrongs
  • Wrong and damage distinguished
  • Remoteness of damage
  • Vicarious liability
  • Strict liability
  • Defences to an action in tort
  • Contributory negligence
  • Remedies in tort
  • Conversion
  • Nuisance
  • Defamation
  • Definition
  • Libel and slander
  • Action and defences


  • Negligence – requirements of
  • Duty of care
  • Breach of duty of care and consequential damage
  • Res ipsa loquitur
  • Consequential harm
  • Negligent mis-statement
  • Professional negligence


  • Definition
  • Differences between public and private nuisance
  • Defences and remedies


  • Definition
  • Differences between libel and slander
  • Defences and remedies

Company Law

The Nature of a Company

  • The company as a legal entity
  • The veil of incorporation
  • Companies and partnerships
  • A company’s liability in tort and crime
  • Public and private companies
  • Holding and subsidiary companies

Formation of a Company

  • Promoters and pre-incorporation contracts
  • Registration procedures
  • Commencement of business
  • Company contracts

Memorandum and Articles

  • Purpose and contents of the memorandum
  • The company name
  • Registered office
  • Objects
  • Articles of association
  • Alteration of the articles
  • The memorandum and articles as contracts


  • Types of meeting
  • Convening a meeting
  • Proxies
  • Types of resolution
  • The assent principle

Liquidations and Other Insolvency Procedures

  • Methods of dissolution
  • Liquidations
  • Compulsory liquidation
  • Voluntary liquidation
  • Liquidation committee
  • Contributories
  • Powers of liquidators
  • Duties of liquidators
  • Alternatives to liquidation
  • Administration orders
  • Voluntary arrangements


  • Appointment
  • Shareholdings
  • Termination of office
  • Disqualification
  • Powers and dealings


  • Definition
  • Formation of
  • Types of partners
  • Agency of partners – liability of partners for firms debts
  • Dissolution of partnership
  • Limited Partnership Act 1907
  • Limited Liability Partnership Act 2000

Example Candidate Response Booklet

Example Candidate Response (ECR) Booklets are a source of crucial information for Centres and Candidates as they use real candidate responses. We ask Senior Examiners to comment on five or more responses in terms of why the mark was awarded with commentary about how to improve the answer (if necessary).

Recommended Reading

Main Text:

Business Law, Abbott, Pendlebury and Wardman, 8th Edition, (South Western)

Indicative Text:

Alternative Text and Further Reading:

Essentials of Business Law, Ewan MacIntyre, (Pearson)

Business Law, Keenan and Riches, 8th edition (Pearson)

ICM Business Law Study Aid