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HI6027 Business and Corporate Law T3 Lance and Kellie

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HI6027 Business and Corporate Law

Assessment Details and Submission Guidelines
Trimester T3 2019
Unit Code HI6027
Unit Title Business and Corporate Law
Assessment Title Case Studies of Business Law and Corporations Law
Purpose of the assessment (with ULO Mapping) The purpose of the Group Assignment is to provide students with an opportunity to work in a collaborative environment in solving two case problems by citing the relevant legal rules and cases and applying these to the facts of the case. In this Group Assignments, students are required to: Critically analyse the ethical implications of legal decisions and how they impact on the business environment. (ULO 2)Assess the obligations, rights and remedies available to parties in particular commercial relationships. (ULO 3)Critically examine the foundations of Australian company law. (ULO 4)Critically discuss and apply contract and tort law in business circumstances. (ULO 5)Critically discuss and apply the legal framework that regulates a company’s dealings with outsiders. (ULO 7)
Weight 30% of the total assessments
Total Marks 30 (15% for the written report and 15% for the video presentation)
Word limit Written Report of maximum 2,000 words and a 10 minute presentation
Due Date See attached guidelines
Submission Guidelines All work must be submitted on Blackboard by the due date along with a completed Assignment Cover Page.The assignment must be in MS Word format, no spacing, 12-pt Arial font and 2 cm margins on all four sides of your page with appropriate section headings and page numbers.Reference sources must be cited in the text of the report, and listed appropriately at the end in a reference list using Harvard referencing style.

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Assignment Specifications

Purpose:

HI6027 Business and corporate law assignment help
HI6027 Business and corporate law assignment help

The  Assignment aims to provide students with an opportunity to work in an environment in solving two case problems by citing the relevant legal rules and cases and applying these to the facts of the case.

The assignment consists of 2 parts: a 2,000-word written report and a 10 minute video presentation.

Instructions: Please read and re-read carefully to avoid mistakes.

Report

  1. This  assignment consists of 2 parts. Part A is a question on Contract Law, and Part B is a question involving Corporations Law. Both questions must be answered.
  • The total word limit for the  report is 2,000 words (+/- 10% allowed) with each part having a maximum word count of 1,000 words. Word count limits are strictly enforced. A deduction of two

(2) marks will be imposed for every 50 words over the word count for either part of the report. Anything over the word count will not be read by your lecturer.

  • The total word count for the report as well as each part must be clearly written on the cover sheet of the assignment. A paper will not be marked if the word counts are not written on the cover sheet.
  • The group report is worth 15% of total marks for this assignment.
  • A student must submit a draft of  report on Blackboard according to the due dates below. If a draft is not submitted, the final report will not be marked.(13th jan)
  • by week 8 if class is in the normal mode
    • by week 4 if class is in block mode 1
    • by week 9 is class is in block mode 2
  • All reports are expected to observe proper referencing in accordance with the Australian Guide to Legal Citation (AGLC). A copy of the AGLC may be read online for free via this link:

https://law.unimelb.edu.au/ data/assets/pdf_file/0005/2877782/AGLC3.pdf

  • In general, for written reports, a SafeAssign similarity percentage of 25% or below is acceptable. Regardless of the similarity figure, all group reports must use in-text citation and observe proper referencing rules.
  • All assignments are expected to strictly follow Holmes Institute’s Academic Conduct and Integrity Policy and Procedures. A copy of the Policy is available on the Holmes Institute home page. (About Holmes > Policies) This policy is also explained in your Student Handbook.
  • Plagiarism and contract cheating in any form will not be tolerated and will have severe consequences for the groups found committing the same, including receiving zero (0) for the entire assignment and possible failure in the unit.
  • Any  assignment that is found to contain fake or bogus references or references that are clearly irrelevant to the subject matter of the assignment will receive an automatic zero (0) mark.

Assignment Questions

Part A: Contracts Law Question

  • Read the Contracts Law question below.
  • In 1,000 words (+/- 10% is allowed), answer your chosen question using the IRAC method.
  • Your answer must be supported by relevant law and cases decided by Australian courts (preferably the High Court) and/or scholarly articles. A minimum of 3 genuine and relevant references are required for this part of the report.
  • Your references must be listed in a Reference list at the end of the Part A question.

Lance Lincoln is the curator of the Australian Museum of Antiquities. One day, five years ago, he had a meeting with a man who introduced himself as Trevor Hunt. Lincoln knew of Trevor Hunt from his reputation as a treasure hunter who specialised in finding antiquities for museums. The man looked like a photo Lincoln had seen in a magazine article he had been reading and which was still open on his desk. The man also provided him with a letter of recommendation from the Museum of the Caribbean, which expressed support for his capabilities and gratitude for his retrieval of treasure from a long-undiscovered wreck of a famous Spanish galleon.

The man showed Lincoln a collection of coins and pieces of crockery that he said came from the Portuguese wreck Gaivota, which he had located in international waters off the northern wester Australian coast. The Gaivota was believed by some to have visited Australia in the early 1500s. he said that, if the museum was prepared to pay him a sum of money to fund a better expedition, he would be able to retrieve a treasure trove from the wreck, which he would give to the museum for display. Its discovery would also be important in rethinking Australian history.

Lincoln and a number of other experts examined the coins and crockery and reached a consensus that they would only have come from the Gaivota. The museum thereupon paid the man $200,000 to fund an expedition and began plans for building a special Gaivota display in a wing of the museum. However, the main subsequently went missing, and after a search was presumed to have died at sea with the other members of his expedition.

Recently, scholars uncovered new records in Portugal about the Gaivota that mean it was impossible for it to have visited Australia as supposed. Further, the real Trevor Hunt has reappeared after being incommunicado in the Amazon forest. It transpires that the mean who presented himself as Trevor Hunt was in fact a conman. The coins and crockery were clever fakes. The man has now been arrested while watching an Ashes cricket test match at Lords in England and is being extradited to face fraud charges in Australia.

The museum now wishes to take civil action against the man to recover the money that it paid him. Ignoring any criminal liability, advise the museum in relation to the grounds both a common law and statute law on which it may do so, and the likely outcome of such claims, explaining relevant legal principles and citing authorities.

Part B: Corporations Law question

  • Read the Corporations Law questions below.
  • In 1,000 words (+/- 10% is allowed), answer your chosen question using the IRAC method.
  • Your answer must be supported by relevant law and cases decided by Australian courts (preferably the High Court) and/or scholarly articles. A minimum of 3 genuine and relevant references are required for this part of the report.
  • Your references must be listed in a Reference list at the end of the Part B question.

Your references must be listed in a Reference list at the end of the Part B question

Kellie has gathered a few friends together in order to start up a new business that will import goods from various parts of the world, which will be placed into baskets for the purpose of gift giving. The company Gift Baskets Co is proposed, Kellie is to organise the registration of the company and to ensure all the appropriate formalities are complied with. Each friend has promised to put up $10,000 individually, with a proposed capital sum of $40,000 to be established for the new company.

Kellie instructs a local solicitor to establish the necessary documents for the new company. She orders 1,000 wicker baskets to be delivered to her home address, which is to be the headquarters of the new company. Kellie has also contracted a local designer to create a logo for the company’s products.

After two weeks, none of the friends have been able to contribute any money to the venture, due to individual problems such as school fee payments, car accidents and payments for care of parents; none of the participants except Kellie have done anything in regard to the proposed company.

The solicitor informs Kellie that the company is ready for registration and presents a bill for her work. The baskets are due to arrive and they need to be paid for, and the local designer wants to be paid for their work.

No company has been registered, and the likelihood of any future registration is very doubtful. Required:

  • Who is liable for the various amounts that Kellie has contracted for on behalf of the company that is (or was) to be formed?
  • If Kellie does register a company, will that mean she is no longer liable for the various contracts she entered into on behalf of the company?

Marking Rubric

 Report

Total marks available: 15 marks Excellent Good Satisfactory Unsatisfactory
Identification of material facts involved in problem question   (3 marks) 2.55 to 3 marks   Completely identifies all relevant facts of case 2.1 to 2.5 marks   Identifies most of the relevant facts of case 1.5 to 2 marks   Identifies the basic relevant facts of the case but misses other relevant facts Below 1.5 marks   Does not identify relevant facts of case
Identification of legal issues / legal question and relevant law   (4 marks) 3.25 to 4 marks   Correctly identifies all relevant legal issues and are stated in the form of questions.   Correctly identifies relevant and appropriate legal rules and case law, and states them in the form of statements 2.55 to 3.2 marks   Issues correctly identified, but may contain extraneous information and are not stated in the form of questions.   Legal rules and case law correctly identified, but may contain extraneous info and are not in the form of statements. 2 to 2.50 marks   Issues are not completely identified.   Legal rules and case law not correctly identified. Below 2 marks   Identifies incorrect or irrelevant issues.   Identifies incorrect or irrelevant legal rules and case law.
Thorough yet succinct application of law to material facts   (4 marks) 3.25 to 4 marks   Correctly identifies facts; well- reasoned discussion relating facts to the rules and case law. 2.55 to 3.2 marks   Correctly identifies facts. Not well reasoned. 2 to 2.50 marks   Facts not correctly identified. Analysis incoherent. Below 2 marks   Scant to no analysis.
Citation and referencing (including minimum number of references)   (2 marks) 1.05 to 1.5 marks   Correctly cites minimum of 6 references, in-text and in reference list. 0.8 to 1 mark   Has minimum of 6 references; or has occasional errors in formatting of in-text citations and reference list 0.6 to 0.75 mark   Does not have minimum of 6 references or contains errors in formatting of in- text citations and reference list 0 to 0.5 mark   No referencing either in-text or in reference list; or cites inappropriate references; or all references not cited in the correct format.
Professional quality including language use and writing style   (2 marks) 1.75 to 2 marks   Professional language. No grammatical, punctuation or spelling errors. 1.25 to 1.70 marks   Some mistakes. Does not detract from understanding. 0.8 to 1 mark   Many mistakes. Detracts from understanding. Sloppy. 0 to 0.75 mark   Reflects no real effort.
Deductions   Excess word count (1 mark for every 25 words over)   Under the word limit (1 mark for every 25 word under)   Lacks minimum of 6 references (1 mark for every missing reference)        

Sample Solution HI6027 Business Law and Corporations Law

Case Studies of Business Law and Corporations Law

Part A: Contract Law

Issue

            As per the given case, Will and Jenny booked a bus tour from Melbourne to Hunter Valley wine region with the “Hunter Busline” company. The purchaser of the tickets was done by a local agent and they were supposed to collect them from the departure point. During the time of collecting the tickets, they were asked to sign on a document which confirmed about their personal details. Will and Jenny assumed that it was a receipt for the tickets. As they were heading out of Sydney, Jenny took off her seat belt and checked the baggage compartment for taking the book she was reading. While taking the book, the bus suddenly put on the brakes. This led to a fractured wrist of Jenny and she suffered from nervous shock after falling as a result of sudden brake. Jenny intended to sue “Hunter Busline” for the injury caused to her along with loss of enjoyment of the holiday. However, the bus company reminded Jenny that it was clearly mentioned in their clause that they were not liable for any injury in case it has taken place for passengers not wearing a seat belt.

The rulings will identify the standard of care expected from the bus company. The main issue leads to knowing whether there has been any breach of “Duty of care” by the “Hunter Busline company”. In addition to this, the issue is also related to whether there was a “Voluntary assumption of risk” as the bus company already notified about the liability for injuries. Moreover, the issue needs to consider whether there has been a “contributory negligence” by the plaintiff. The subsequent sections will identify the appropriate rules and apply them to know whether Jenny can successfully sue Hunter Busline company for her injury.

Rules

            The following scenario needs to be studied by reviewing “Law of negligence and limitation of liability Act 2008”. Under this ruling, it is important to refer to “section 8” of “Division 2 — Duty of Care”. It is also important to review the case with “section 19” of “Standard of care for professionals”. Thirdly, the rulings should also include “section 10” “duty to warn of risk-reasonable care”. The fourth issue needs to be resolved with “section 14” “Voluntary assumption of risk”. Lastly, it is important to apply “section 102” to know whether there has been a “Contributory negligence” by Jenny which may prevent her from successfully suing “Hunter Busline”.

Application

            The “section 4” of “Law of negligence and limitation of liability Act 2008” has defined “harm” as injury or death. In the given case Jenny has suffered a fracture which is under the purview of harm[1]. The general principles under “section 8” of “Division 2 — Duty of Care” an individual cannot be said to be negligent if the risk was foreseeable, non-significant and situations they are reasonable person would have taken precautions. The determination of reasonable person taking precautions for the risk of harm will be considered with the likeliness of serious harm, the burden of taking precautions to avoid such instance and probability of occurrence of the harm if care was not taken. In the given scenario, “Hunter Busline company”, cannot be pursued for negligence as it had already provided a document to the passengers explaining the risk of their travel[2]. Moreover, it is a form of non-significant risk as no one can really say what can happen in a road which may lead to suddenly put on the brakes.

             “Section 19” of “Standard of care for professionals” defines that a professional cannot be said to be negligent if it acted in a manner which was widely accepted in Australia by the respected practitioners of the field.The determination of negligence based on this section shows that “Hunter Busline company” made aware of the passengers about the risk of travelling and liabilities of injuries before they boarded on the bus. Jenny could have clearly avoided the tour with this bus company if she did not sign the documents and agreed to their terms. Henceforth, Jenny cannot sue the bus company for a breach in the standard of care which was expected from them[3].

            The definition under “duty to warn of risk-reasonable care” states that an individual owes a “duty of care” to a consumer for providing a substantial warning or other information in respect of the risk or other matter, is to be considered satisfactory of providing reasonable care. In the given circumstances, “Hunter Busline company” provided the document which acts as other information in respect of the risk or other matter.

            Furthermore, based on “Voluntary assumption of risk”, the bus company may defend themselves by stating in the court that the claim for damages for negligence by Jenny is a case of voluntary assumption of risk as such an incidence was obvious risk. The person suffering from such a harm is presumed to have been aware of the risk. The “Contributory negligence” determines that Jenny was also at fault by taking off her seat belt which led to her injury.

Conclusion

On a concluding note it can be stated that the application of all the rulings is in favor of “Hunter Busline” and all the claims against the company can be defeated in the court. The application of relevant rulings under “Law of negligence and limitation of liability Act 2008” clearly suggests that there has been no instance of negligence on part of the bus company. Moreover, the application of all the sections and subsections of the act will not allow Jenny to successfully sue “Hunter Busline”.

Bibliography

” Law Of Negligence And Limitation Of Liability Act 2008 (NI) .” Legislation.gov.au. N. p., 2019. (Web. 22 May 2019).< https://www.legislation.gov.au/Details/C2016Q00058/Html/Text#_Toc197935308>

Treasury.gov.au. N. p., 2019. (Web. 22 May 2019). <https://treasury.gov.au/sites/default/files/2019-03/R2002-001_Law_Neg_Final.pdf>

“Negligence.” Lawhandbook.sa.gov.au. N. p., 2019. (Web. 22 May 2019).<https://lawhandbook.sa.gov.au/ch01s05.php>

Part B: Corporations Law

Issue

            As per the given facts in the case relates to two entrepreneurs Adam and Poh operated the restaurant “Master Plate Pty Ltd.”. Adam decided to enter into the agreement for purchasing tablecloths with another company named “Irish Linen Ltd.” It was done to purchase 18 monogrammed tablecloths. The agreement was held in the name of “Master Plate Pty Ltd.” During the time of conducting the registration process on 24th February the company did not adhere to any constitution. Both the owners were appointed as directors and entitled for receiving 50% of the issued capital. At the time of conducting the business among the partners, a contract with the table cloth company “Irish Linen Ltd.” was not authorised until 30th March.

            Secondly, On 1st April, Adam decided to order restaurant standard set of cutleries from “Carvers Pty Ltd.”. Adam was able to ensure that he has attached the seal to the contract prior to signing. The subsequent discourse of the study will any moderate on the issues concerned with the assumptions for “Carvers Pty Ltd.”, which it was entitled to make. It is to be also noted that on 1st May, tablecloths provided by “Irish Linen Ltd.” to “Master Plate Pty Ltd.” was done without any payment. The major issue associated with this is related to choosing between the appropriate party among Adam and Poh was liable to pay for the services.

Rules

            The appropriate ruling for Adam in order to bring in a restaurant standard cutlery set from “Carvers Pty Ltd.”  Needs to be ensured by confirming the seal is affixed to the contract is for the use of the common seal of “Company Law Review Act 1988”. As listed in “Section 126 (1)” of this ruling, the agent has the power to enforce contracts without using common seal. Additionally, “Section 127 (1)” of this rule allows the company to make a deal with another party without the need to affix the common seal[4]. Despite of this, in the given case, the document was to be executed after they had been a sign of “two directors” or “a single director and company secretary” or “proprietor” in case he/sheis the sole director. In addition to this, if a company decides to implement its common seal, it is obligatory for it to show its name and ACN. The use of such a seal is equivalent to using the signature of the company and may have an important role in documents such as mortgages. As stated in section “127 (2)”, the common seal can be used only if it has been witnessed by the different parties listed under “Section 127 (1)”.

            In another instance, the non-payment of services to “Irish Linen Ltd.” was executed by Adam under the name of “Master Plate” and needs to be evaluated with the use of “Company Law Review Act 1988”. Furthermore, such a contract was legally binding as it was customary to take into account the liabilities for payment of services. The use of such an act suggests that the director is responsible for paying the debts as and when they are due. Additionally, the director is also liable for paying the compensation to the company for violating any duty. As stated in the “sections 131–133”, the company can claim a contract to be valid which was entered by an individual before the registration process. In such a situation, the company decided not to sanction the contract. The individuals entering into the contract where personally accountable for making any payment which was due.

Application

            The relevant application of the case pursuant to “Company Law Review Act 1988” states that a company is allowed to make use of the company seal without any compulsion. However, the execution of such a document needs the signature of “two directors” or “a single director and company secretary” or “proprietor” in case he/sheis the sole director. As for the given scenario, “Carvers Pty Ltd.” will assume that Adam is the sole company secretary and director of Master Plate. The reason for this assumption is also because of non-witnessing the use of the common seal of the combined parties as mentioned under “section 127 (2)”. It is important to understand that the common seal was used by Adam without getting any authorizing resolution of the board[5]. Additionally, this use has to be documented under special registered for cross-referencing the same with the management committee and providing them the authority for using the seal[6].

            The application of “Company Law Review Act 1988” will be convenient in advocating the director will be liable for covering the debts as they are due. The director of the company is further liable for making compensation to the company for breaching the duties of a director. As given in “sections 131–133”, the business entity is not allowed to claim the contract will be valid for its own benefit. Moreover, an individual deciding to enter into the contract is to be held liable for making any form of payment which is due. In the given scenario, Adam decided to enter into the contract with “Irish Linen Ltd.” in the name of Master Plate prior to its registration on 24th February. It is to be noted that the contract was sanctioned by “Master Plate Pty Ltd.” on 30th March and the supplies were made on 1st May. The two directors of the company are liable to make payment for the services provided by them.

Conclusion

            The resolution of the issues has been considered after the adoption of “Company Law Review Act 1988”. The main decision taken by Adam has posed several questions which relate to executing the contracts in a legal manner. Adam has used the common seal without complying to the sub sections under “section 127 (2)”. This resulted in another party assuming that Adam is the sole director and secretary of the company “Master Plate Pty Ltd.” even after he has only 50% of issued capital. Furthermore, there has been a lack of transparency of the decisions as it was made without any prior approval from other directors. The application of common seal had not been observed or done as per the resolution of the parties as per “section 127 (2)”. Additionally, there had been a poor decision making by Adam while entering into the contract with “Irish Linen Ltd.” as it was made without any consultation with another director. It can be concluded that as the company had taken the decision to ratify contract before the supply of the products, Adam need not bear the burden solely for the cost of tablecloths.

Bibliography

“Company Seal – Shelcom.” Shelcom. N. p., 2019. (Web. 22 May 2019). <https://www.shelcom.com.au/company_registration/company-seal/ >

Company Law Review Act 1998. Legislation.gov.au. N. p., 2019. (Web. 22 May. 2019). <https://www.legislation.gov.au/Details/C2004C00969>

Corporations Act 2001. Legislation.gov.au. N. p., 2019. (Web. 22 May. 2019). <https://www.legislation.gov.au/Details/C2018C00031>


[1] ” Law Of Negligence And Limitation Of Liability Act 2008 (NI) .” Legislation.gov.au. N. p., 2019. (Web. 22 May 2019).< https://www.legislation.gov.au/Details/C2016Q00058/Html/Text#_Toc197935308>

[2] Treasury.gov.au. N. p., 2019. (Web. 22 May 2019). <https://treasury.gov.au/sites/default/files/2019-03/R2002-001_Law_Neg_Final.pdf>

[3] “Negligence.” Lawhandbook.sa.gov.au. N. p., 2019. (Web. 22 May 2019).<https://lawhandbook.sa.gov.au/ch01s05.php>

[4] Corporations Act 2001. Legislation.gov.au. N. p., 2019. (Web. 22 May. 2019). <https://www.legislation.gov.au/Details/C2018C00031>

[5] “Company Seal – Shelcom.” Shelcom. N. p., 2019. (Web. 22 May 2019). <https://www.shelcom.com.au/company_registration/company-seal/ >

[6] Company Law Review Act 1998. Legislation.gov.au. N. p., 2019. (Web. 22 May. 2019). <https://www.legislation.gov.au/Details/C2004C00969>

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