Business and Commercial Law
Business and Commercial Law tests the legal framework for transactions and business organisations in Myanmar: contract formation, sale of goods, partnership and company law. The strongest answers identify the legal issue, state the rule and apply it to the facts.
Core rules
- A valid contract needs offer, acceptance, consideration, capacity, free consent and lawful object.
- An invitation to treat is not an offer; a counter-offer destroys the original offer.
- Consideration must be sufficient but need not be adequate; past consideration is generally not good consideration.
- A company is a separate legal person, so shareholders have limited liability and directors owe duties to the company.
- The Myanmar Companies Law 2017 governs incorporation, constitutions, shares, directors and reporting for companies.
Worked example
A offers to sell a laptop for 500. B replies, "I will buy it if you include a carrying bag." B has not accepted; B has made a counter-offer. There is no contract at that point. If A then says, "Agreed, 500 with the bag," A has accepted B's counter-offer and a contract arises on those terms. If B had simply posted "I accept" without the added condition, acceptance would be complete when communicated according to the agreed method.
Traps
- Treating a request for information or a price list as an offer.
- Saying consideration is invalid merely because it is small.
- Ignoring the company's separate personality and suing shareholders personally for company debts.
- Confusing a private company's restricted share transfer with a public company's ability to offer shares to the public.