如果湖北省考生符合这些条件，那么ACCA证书就是为你量身订做的

正确答案：

This question requires candidates to consider the law relating to terms in contracts. It specifically requires the candidates to distinguish between terms and mere representations and then to establish the difference between express and implied terms in contracts.
(a) As the parties to a contract will be bound to perform. any promise they have contracted to undertake, it is important to distinguish between such statements that will be considered part of the contract, i.e. terms, and those other pre-contractual statements which are not considered to be part of the contract, i.e. mere representations. The reason for distinguishing between them is that there are different legal remedies available if either statement turns out to be incorrect.
A representation is a statement that induces a contract but does not become a term of the contract. In practice it is sometimes difficult to distinguish between the two, but in attempting to do so the courts will focus on when the statement was made in relation to the eventual contract, the importance of the statement in relation to the contract and whether or not the party making the statement had specialist knowledge on which the other party relied (Oscar Chess v Williams (1957) and Dick
Bentley v Arnold Smith Motors (1965)).
(b) Express terms are statements actually made by one of the parties with the intention that they become part of the contract and
thus binding and enforceable through court action if necessary. It is this intention that distinguishes the contractual term from
the mere representation, which, although it may induce the contractual agreement, does not become a term of the contract.
Failure to comply with the former gives rise to an action for breach of contract, whilst failure to comply with the latter only gives rise to an action for misrepresentation.

Such express statements may be made by word of mouth or in writing as long as they are sufficiently clear for them to be enforceable. Thus in Scammel v Ouston (1941) Ouston had ordered a van from the claimant on the understanding that the balance of the purchase price was to be paid ‘on hire purchase terms over two years’. When Scammel failed to deliver the van Ouston sued for breach of contract without success, the court holding that the supposed terms of the contract were too
uncertain to be enforceable. There was no doubt that Ouston wanted the van on hire purchase but his difficulty was that
Scammel operated a range of hire purchase terms and the precise conditions of his proposed hire purchase agreement were
never sufficiently determined.
Implied terms, however, are not actually stated or expressly included in the contract, but are introduced into the contract by implication. In other words the exact meaning and thus the terms of the contract are inferred from its context. Implied terms can be divided into three types.
Terms implied by statute
In this instance a particular piece of legislation states that certain terms have to be taken as constituting part of an agreement, even where the contractual agreement between the parties is itself silent as to that particular provision. For example, under s.5 of the Partnership Act 1890, every member of an ordinary partnership has the implied power to bind the partnership in a contract within its usual sphere of business. That particular implied power can be removed or reduced by the partnership agreement and any such removal or reduction of authority would be effective as long as the other party was aware of it. Some implied terms, however, are completely prescriptive and cannot be removed.
Terms implied by custom or usage
An agreement may be subject to terms that are customarily found in such contracts within a particular market, trade or locality. Once again this is the case even where it is not actually specified by the parties. For example, in Hutton v Warren (1836), it was held that customary usage permitted a farm tenant to claim an allowance for seed and labour on quitting his tenancy. It should be noted, however, that custom cannot override the express terms of an agreement (Les Affreteurs Reunnis SA v Walford (1919)).
Terms implied by the courts Generally, it is a matter for the parties concerned to decide the terms of a contract, but on occasion the court will presume that the parties intended to include a term which is not expressly stated. They will do so where it is necessary to give business efficacy to the contract.

Whether a term may be implied can be decided on the basis of the officious bystander test. Imagine two parties, A and B, negotiating a contract, when a third party, C, interrupts to suggest a particular provision. A and B reply that that particular term is understood. In just such a way, the court will decide that a term should be implied into a contract.
In The Moorcock (1889), the appellants, owners of a wharf, contracted with the respondents to permit them to discharge their ship at the wharf. It was apparent to both parties that when the tide was out the ship would rest on the riverbed. When the tide was out, the ship sustained damage by settling on a ridge. It was held that there was an implied warranty in the contract that the place of anchorage should be safe for the ship. As a consequence, the ship owner was entitled to damages for breach of that term.
Alternatively the courts will imply certain terms into unspecific contracts where the parties have not reduced the general agreement into specific details. Thus in contracts of employment the courts have asserted the existence of implied terms to impose duties on both employers and employees, although such implied terms can be overridden by express contractual provision to the contrary.

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(ii) For the year ended 31 July 2007, there will be two associated companies in the group. Bold plc will count as an
associated company as it is not dormant throughout the period in question. As a result, the corporation tax limits will be
divided by two (i.e. the number of associates) giving an upper limit of ￡750,000 (￡1·5 million/2). As Linden Limited
is anticipated to make profits of ￡1·4 million in the year to 31 July 2007 it will pay corporation tax at the rate of 30%.
Bold plc can earn trading profits up to ￡150,000 (￡300,000/2) and pay tax at the rate of 19%. It will therefore
minimise the group’s corporation tax liability if maximum use is made of this small companies rate band, as it will save
￡16,500 (150,000 x (30% – 19%)) of corporation tax for the year to 31 July 2007. Bold plc should therefore make
a management charge of sufficient size to give it profits for that year equal to ￡150,000.
While the transfer pricing legislation no longer applies to small and medium sized enterprises, Bold plc should
nevertheless ensure that there is evidence to support the actual charge made in terms of the services provided.

正确答案：
(b) In many ways Six Sigma started out as a quality control methodology. It focused on measurement and the minimisation of
faults through pursuing Six Sigma as a statistical measure of some aspects of organisational performance. However, Six Sigma
has developed into something much more than a process control technique. It includes a problem-solving process called
DMAIC and a comprehensive toolkit ranging from brainstorming to balanced scorecards and process dashboards. It also has
defined team roles for managers and employees, often with martial arts names such as Black Belt, Green Belt and Master
Black Belt.
Six Sigma was first used in organisations in the early 1990s. However, it was its adoption and promotion by Jack Welch, the
CEO of GE that brought Six Sigma wider publicity. He announced that ‘Six Sigma is the most important initiative GE has ever
undertaken’. As Paul Harmon comments, ‘Welch’s popularity with the business press, and his dynamic style, guaranteed that
Six Sigma would become one of the hot management techniques of the late 1990s’.
Six Sigma uses an approach called DMAIC in its problem solving process. This stands for Define, Measure, Analyse, Improve
and Control. Three aspects of this are considered below in the context of how they would address the problems at UPC.
Defining the problem
Part of defining the problem is the identification of the customer. It is important to understand what customers really want
and value and one of the main themes of Six Sigma is its focus on the customer. Six Sigma explicitly recognises the ‘voice of
the customer’ (VOC) in its approach. In the UPC situation quality requirements are currently defined by the physical condition
of the goods and by the alignment of the image. However, this may be a limiting view of quality because there is no evidence

of any systematic investigation of the requirements of the customer. Solving these problems may not lead to any significant
long-term gain; they may be quickly replaced by other ‘quality issues’. Furthermore, the customer is also perceived in a limited
way. These quality requirements are in the eye of the gift shop owner who is interested in saleable products. The end customer
– the consumer – who buys and uses the product may have other requirements which can also be addressed at this time.
By considering the VOC the problem and scope of the project becomes re-defined and the solution of the problems potentially
more valuable.
Measurement
Measurement is fundamental to Six Sigma. This includes the gathering of data to validate and quantify the problem. The
creation of the inspection team was based on initial evidence about an increase in breakages. This needs to be quantified.
The inaccurate printing of the image had been quantified as 500 units per month, out of the 250,000 shipped out of the
company. This equates to a failure rate of 0·2%, so that 99·8% of items are shipped with a correctly aligned image. This
sounds quite reasonable but it still raises issues and complaints that have to be dealt with, as well as creating wastage costs
of $10,000 per month. The problem is that even a relatively low percentage of defects can lead to a lot of unhappy customers.
Aiming for Six Sigma would reduce defects down to about one faulty item per month, reducing the wastage cost to $20.
Analysis
Analysis is concerned with understanding the process to find the root cause. Six Sigma focuses on processes and their
analysis. Analysis concerns methods, machines, materials, measures, Mother Nature and people. The alignment problem
needs investigation to find out what causes the imaging machine to irregularly produce misaligned images. Management
currently appear to blame the machine but it may be due to the way that certain people load the machine. The analysis of
the breakages is particularly important. It is unclear at present where these breakages occur (for example, are some of the
items broken before they leave UPC’s despatch facility) or are they all broken in transit? Neither is it understood why the
breakages occur. Management appear to blame the packers for packing incorrectly and not following the correct method.
However, it may be that the material is just not strong enough to withstand heavy handling by couriers who are outside the
control of UPC. Additionally, the breakages may be due to some manufacturing problem or raw material imperfection in the
items that break. Six Sigma stresses understanding the problem before solving it.
Although DMAIC has been selected as the framework for the sample answer, focusing on other aspects of Six Sigma would
be acceptable – as long as they are presented in the context of the UPC scenario.