Business and Corporation

Student Name:

Student Id:

ANSWER 1

ISSUES

• Whether Malcolm has any contractual obligations to Lina and Cynthia?
• Whether there is any contract between Linda and Malcolm?

RULES

• Australian Contract Act: a contract is meant to be a valid contract when there is the proper proposal, acceptance, agreement, consideration, and mutual consent and importantly competent parties to enter into a valid contract. A contract is a promise or set of promises that are legally binding and are binding on the abovementioned terms which makes it valid
• Postal rule: the postal rule is one of the controversial parts of the law of contract. It is used for long-distance communication.
• Australian Woollen Mills Pty Ltd v. The Commonwealth [High Court of Australia (1954) 92 CLR 424], the court held that there was no intention of building a contract or create any legal relations on the part of the government, and intention is the part of the essentials of a valid contract, therefore there was no valid contract between the parties. Whereas, it is said to be accepted when the acceptance of an offer is sent through the post, which makes the contract binding between the parties and according to which the person who made an offer cannot sell the property which is involved in the contract to the other without being liable in damages for breach of contract.

APPLICATION

In the light of facts and circumstances of the case, a contract is meant to be a valid contract when there is the proper proposal, acceptance, agreement, consideration, and mutual consent and importantly competent parties to enter into a valid contract. A contract is a promise or set of promises that are legally binding and are binding on the abovementioned terms which makes it valid (Australian Contract Law). Therefore, there is no such binding contract between Linda and Malcolm as only an offer was made and acceptance through Linda was made through a letter which Malcolm did not receive even on the 19^th of July, and the proposal was made verbally not on the written documents. Furthermore, the postal rule is one of the controversial parts of the law of contract. It is used for long-distance communication (Australian Contract Law). In the case of Australian Woollen Mills Pty Ltd v. The Commonwealth [High Court of Australia (1954) 92 CLR 424], the court held that there was no intention of building a contract or create any legal relations on the part of the government, and intention is the part of the essentials of a valid contract, therefore there was no valid contract between the parties. Whereas, it is said to be accepted when the acceptance of an offer is sent through the post, which makes the contract binding between the parties and according to which the person who made an offer cannot sell the property which is involved in the contract to the other without being liable in damages for breach of contract (Australian Contract Law).

In the present case Linda accepted the offer made by Malcolm for selling his sports car for $4,500 through a letter but, before it reached to Malcolm, Malcolm confirms his deal with Cynthia for $5,000 which was offered by Cynthia for the purchase of the car and informed Linda through a phone call and by leaving a message about the same before the given time to Linda to think and answer about the purchase.

CONCLUSION

As the abovementioned facts and circumstances clear that there was no written contract between Linda and Malcolm therefore, the acceptance by Linda was made through posting a letter that was not received by Malcolm. Moreover, Malcolm conveyed the information about the sale of the car to Cynthia by calling and leaving a message on the answering machine of Linda. Linda saw the message on the 16^th of July and before that she posted her acceptance which was not received by Malcolm until 19^th July Monday.

Therefore, as an advisor to Malcolm, he is not bound by any contractual obligations to Linda and Cynthia, more specifically to Linda because the only proposal was made regarding the sale and no other essential of the contract was fulfilled and formed to make it as a valid contract between them.

ANSWER 2

ISSUES

Whether the agreement between Modern Media Sounds and Concert Sales Pty Ltd was a joint venture or a partnership?

RULES

• Partnership Law 1891: Joint venture is defined as the part and type of the business corporation where two or more parties join together for a specific motive which is also called as a common objective to attain a certain activity or a task to complete a specific target, the venture is a non-permanent.
• Generator Developments Ltd v. LIDL UK Gmbh {[2018] EWCA Civ 396}: the court held that parties involved in the joint venture should ensure their discussions are completed and should be preferably committed in writing before taking any action against joint venture.

APPLICATION

In the light of the present facts and circumstance according to the Partnership Law 1891 joint venture is defined as the part and type of the business corporation where two or more parties join together for a specific motive which is also called as a common objective to attain a certain activity or a task to complete a specific target, the venture is a non-permanent, in the present case parties entered into a written agreement where Modern Media Sounds agreed to assign to Concert Sales a half interest in the contracts ton to perform the contracts as a joint venture. The partnership is a business structure wherein two or more people join together for undertaking a legal business and have been agreed to contribute and share the profits and losses arising from it. In the case of Generator Developments Ltd v. LIDL UK Gmbh {[2018] EWCA Civ 396} the court held that parties involved in the joint venture should ensure their discussions are completed and should be preferably committed in writing before taking any action against joint venture.The parties agreed that the net profits would be divided at the end of the contract. Parties agreed to all the discussions of profits and losses that were to be shared by the parties. Further, the agreement provided that after the Concert Sales had been rapid the loan and other expenses, any profits made by the concerts were to be shared equally between the promoters and Concert Sales, and later on the dispute arose regarding it. Therefore, Concert Sales Pty Ltd is a limited company and such company cannot be a party to partnership and also the purpose agreed is to finance and manage the tours by Concert Sales Pty Ltd and Modern Media Sounds respective which indicated specific goals and objects but not a business for long term.

CONCLUSION

As the abovementioned facts and circumstances of the case and as an advisor to Gita it can be concluded that there was a valid contract between the parties and the contract made was a joint venture, not a partnership.

ANSWER 3

Letter of Advice

To Josie,

OldSkool Pty Ltd,

This to bring to your notice that the letter is written and sent to you for informing and advising regarding your matter.

The memorandum of association expresses the motives and extent of the function of the organization and it is encircled at the time of registration of the organization. On the other hand, if anybody disrupts the provisions of the memorandum of association, the executives will be held liable personally for this. The executives cannot act in their way and need to comply with the laws expressed in the memorandum of association. Therefore, you need to comprehend that the organization cannot go into the new agreement for the improvement of faraway office the executives’ software except if there is an amendment being made in the memorandum of association. For making this amendment a unique prescribed and preferred rule must be passed by the partners to the workplace where the organization is enrolled.

Replaceable rules can be useful to the organization later on if it would not like to follow any memorandum of association. It might keep some replaceable rules and can avoid such guidelines additionally and observe just the principles made under the memorandum of association. This issue of the organization’s commitment to the enhancement, assembling, and offer of business registering gadgets can be comprised of the organization’s principles as replaceable law. However, it should prior have been referenced in the memorandum that such laws are permitted to be trailed by the organization. Thus, replaceable law can be useful later on.

ANSWER 4

ISSUES

• Whether and how Harry can contact all the members of EagleFly Aviation Ltd?
• Whether EagleFly Aviation Ltd can prevent Harry from contacting all the company’s members?

RULES

Australian Corporation Act of 2001

• Division 2 section 249 F: Calling for the general meeting by the members.
• Section 249 F (2): Members calling the meeting must pay the expenses for calling and holding the meeting.
• Section 5B: The company has the responsibility to conduct meeting within the 21 days of the request by the members also the further information the details of members will be available at ASIC and registered office of the company

APPLICATION

In the light of the present facts and circumstances of the case division 2 section, 249 F of the Act (Australian Corporation Act 2001) tells about calling for the general meeting by members where it has been mentioned that members of an organization with at least 5% of the votes that may be cast at a general meeting of the company may call, and arrange to hold a general meeting. Sub-section 2 of section 249 F, tells about the member calling the meeting must pay the expenses for calling and holding the meeting, the meeting should be called in the same way as it is possible as the general meeting is called for a company. In the present case, Mr. Harry is going to actively campaign against the senior management and board of directors due to the company’s poor performance. Mr. Harry has to get the contact details of all members to use proxies to vote out companies current Chairman. As per the abovementioned rules under Corporation Act 2001 members have the right to call or request a meeting in a given format with their signatures on it. Also, the company has the responsibility to conduct meeting within the 21 days of the request by the members also the further information the details of members will be available at ASIC and registered office of the company (section 5BAustralian Corporation Act 2001).

CONCLUSION

The abovementioned facts and circumstances of the case have cleared that the members have the rights under the prescribed law for requesting and calling a meeting the details regarding the same can be achieved from the registered office of the company which shall not be refused. Mr. Harry can get details by requesting formally at the office and the requested notice and answers of the authority shall be available to him within a certain period. The company has no right to refuse or reject any individual from attaining details of members for calling a meeting.

ANSWER 5

ISSUES

Whether Leonard will be successful in negligence against Coolies?

RULES

Law of Negligence and Limitation of Liability Act 2008

• Part 2 section 4: Defines the term negligence which says that an act is considered as an act of negligence when an individual’s action is a failure to exercise the reasonable care.
• Division 2 section 1 of the Act provides general principles of duty of care where it is mentioned that an individual is not negligent in failing to take precautions against the risk of harm unless the risk was known to people that is was suppose or was ought to happen, the risk was not insignificant or the situations a reasonable person in the person’s would have taken those precautions

APPLICATION

In the light of the present facts and circumstances of the case, part 2 section 4 defines the term negligence which says that an act is considered as an act of negligence when an individual’s action is a failure to exercise the reasonable care (Law of Negligence and Limitation of Liability Act 2008). The main issue which arises in the case is the injury caused to Leonard due to lifting the heavy boxes while loading onto a truck that was supposed to be used for delivery. As the facts of the case say that in 2018 Leonard was injured on his back while lifting a heavy box to load onto a delivery truck for dispatch. He underwent the treatment and was not working for nice months. The employment compensated Leonard for his injury and as soon Leonard got recovered of his injuries, he returned to work in 2019. Every coolie was aware of Leonard’s injury and treatment. Division 2 section 1 of the Act provides general principles of duty of care where it is mentioned that an individual is not negligent in failing to take precautions against the risk of harm unless the risk was known to people that is was suppose or was ought to happen, the risk was not insignificant or the situations a reasonable person in the person’s would have taken those precautions (Law of Negligence and Limitation of Liability Act 2008). In 2019 Leonard began to complain about the injury, the other coolies instructed Leonard not to lift heavy weights and be careful. Coolies went ahead and provided Leonard a hydraulic lifting machine to help him regarding his job. Later on, Leonard avoided using the machine as he felt it was slowing him down and continued lifting the boxes by himself. In March 2020 the sale drastically increased and Leonard got more boxes to lift and load onto the truck because of which his back got injured again and once again Leonard had to go through the surgery and treatments, the injury was for the second time and has left Leonard unable to lift the weights and unable to work in packaging industry again.

CONCLUSION

As the abovementioned facts and circumstances state that the injury first caused was compensated by the organization as the injury caused was while working hours and it was the duty of the employers to look after the injury caused to any work during the working hours in any employment. But the second injury caused was because of the negligent act of Leonard himself, even after knowing the condition of the back injury he continues to work and lifting heavy weights, the other coolies provided the help as the duty of care and to avoid the injury, avoiding the same Leonard continued working and lifting weights which caused his injury for life. Therefore, Leonard is not eligible for any claim of negligence against coolies.

References

Australian Contract Act, Retrieved from https://www.australiancontractlaw.com/legislation.html

Australian Corporation Act 2001, Retrieved from https://www.legislation.gov.au/Details/C2017C00129

Australian Woollen Mills Pty Ltd v. The Commonwealth [High Court of Australia (1954) 92 CLR 424], https://www.australiancontractlaw.com/legislation.html

Generator Developments Ltd v. LIDL UK Gmbh {[2018] EWCA Civ 396, https://www.australiancontractlaw.com/legislation.html

Law of Negligence and Limitation of Liability Act 2008, Retrieved from https://www.legislation.gov.au/Details/C2016Q00058

Partnership Act 1891, Retrieved from https://www.legislation.sa.gov.au/LZ/C/A/PARTNERSHIP%20ACT%201891/CURRENT/1891.506.AUTH.PDF#:~:text=South%20Australia%20Partnership%20Act%201891%20An%20Act,to%20declare%20and%20amend%20the%20law%20of%20partnership.

Get solved or fresh solution on Business and Corporation Law Questions Assignment and many more. 24X7 help, plag free solution. Order online now!