Unit Name: Business and Corporate Law
Assignment: Tutorial Questions
Weighting: 50% of the final overall mark
Purpose: This assignment is designed to assess your level of knowledge of the key topics covered in this unit.
The questions to be answered are:
Question 1 [from Week 1, 7 marks]
What is meant by the Doctrine of Precedent? (Maximum 250 words)
Question 2 [from Week 2, 11 marks]
Emily is 18 years old and has just graduated with a bachelor's in marketing degree from a well-known university. Even though she has not worked in a marketing job before and has no experience in a marketing role, she decides to apply as a part-time graduate assistant for Fido House, which is a charity dedicated to finding homes for abandoned dogs. Fido House agrees to pay Emily a nominal allowance of $1,000 a month, in view of her junior role and her lack of relevant job experience. Even though the salary is quite low, Emily decides to accept the job offer because she wants to work in a marketing role.
Soon after, some of Fido House's major donors do not contribute their normal donations in the new financial year. This results in significantly lower funding for the company. Emily's manager tells her that her role has been dissolved and her services are no longer needed. Fido House owes Emily about $2,000 in back pay. When Emily asks for payment, the company says they do not owe her any money because Emily was not an employee. They were only giving her work experience. Besides, they didn't sign a written contract, Fido House is a charity, and so it is not liable to Emily.
Does Emily have any rights to claim her back pay under contract law? Please explain your answer with reference to the essential elements for the creation of a valid simple contract. (Maximum 300 words)
Question 3 [from Week 3, 11 marks]
Lion Tree is a 13-year-old Australian junior golf champion. Everyone in the golfing circuit believes that he has what it takes to be world champion someday. His parents, Brent and Belinda sign a sports agency contract with Jenny Maguire Sports Agency Pty Ltd. The term of the contract is three years. Lion, on his own, also signed a contract to play golf with the Australian junior golf team. Lion also has an athletic apparel contract, which his parents also signed on his behalf, with PlusTwo Sportswear that requires him to wear only the company shoes exclusively for 2 years. As long as he abides by this term, the contract also stipulates that he would get PlusTwo shoes for free. On the other hand, if Lion does not abide by this condition, PlusTwo has the right to claim payment for all shoes given to Lion.
Now, Lion's parents want to terminate the contracts with Jenny Maguire Sports Agency and PlusTwo Sportswear because they are unhappy with the way both these companies are treating Lion.
What is Lion Tree's liability if he terminates both these contracts? Advise him, citing legal basis in support of your advice. (Maximum 650 words)
Question 4 [from Week 4, 7 marks]
When will the courts imply terms into a contract? (Maximum 150 words)
Question 5 [from Week 5, 7 marks]
A court can award several alternative remedies to a plaintiff for a defendant's breach of contract. These remedies include specific performance and injunctions.
Question 6 [from Week 11, 7 marks]
Katie Mcdermott is a retired entrepreneur. She holds a significant number of shares in Nimble Technologies Pty Ltd. Katie has been quite unhappy about the management of the company, particularly as it seems that directors have had pay increases each year, and seem to have significant benefits in the form of cars, trips and various other expenses paid on their behalf. Katie suspects that the directors are acting generally for their own benefit, and not in the interests of all shareholders. She is particularly interested in how certain shareholders have increased their holdings, and whether the company has been assisting a particular group of shareholders at the expense of the shareholders in general.
While Katie has asked various questions at company meetings, she is not satisfied with the answers she has received. She believes there may be a case for bringing an action against the directors under some part of the Corporations Act. Katie needs to gather some information so that she can determine whether to bring an action for oppression or perhaps a statutory derivative action against directors who are misusing their position.
Explain with reference to specific sections of the Corporations Act 2001 (Cth): (Maximum 300 words)
The doctrines are rules that sets to be followed while coming on final decision. The principle of doctrine of precedents is appliable on diction making of judiciary which are not superior and adhered to follow the past decimos of the superior court in order of hierarchy. This doctrine objective is to enhance a system in the judiciary which is free from partiality and biasness while ordering a decree.( Kozel,2021) The court of judge need to aptly specific towards past decision in case handling case which is like past cases already pronounced by court. This doctrine is further compromise 4 rules to be followed-
Binding precedents- this means in order of hierarchy court is bound to follow the decisions of past cases where there is similarity based on following aspects. Courts should not be in same line of hierarchy. The lower court adhered decisions of higher court. The motive to apply the same order can only be applied when principles and facts are similar in both the cases.
Persuasive precedents- in courts are not enforced to follow the decision instead they can refer past case decision while making decisions. The higher court can refer decision of lower court but not bound to follow it.
Ration decidendi- the signifies that the higher court can maintain decisions which lower courts are supposed to be followed by.
Obiter dictum – the court decision cannot be ascertaining as final to be considered while making decision instead just for reference purpose.
Question 2 implied contracts.
Whether the implied contract for job purpose would be apt to make parties liable to perform their contract?
There are some essentials of contract which have key importance while entering a contract which are as follows-
Parties – there should be at least two parties to enter a contract which should be legal capacity to enter contract.
Legal intention- the parties entering a contract should be legally enter into a contract where intention of both parties should be to perform their duty as agreed under contract.
Written or verbal- the contract is legal in both perspective Werth they are written or verbal. (Coqueret, and Tavin, 2020)Verbal contract includes which are oral, expressed, implied, which terms to be legal in all form. Thru parties entering a contract through impliedly or expressly should have enough prove which would not make the contract invalidate in case of dispute between parties to complete their obligation of contract.
Consideration – the consideration which is valid involved from both side of parties where on party promise to perform some actions or not to perform actions and other party validates through giving valuable item to other party.
The contract enters between a lady name Emily and NGO to employ Emily as marketing assistance for NGO. Where NGO promise to give consideration worth $1000 every month to Emily for her work. Where NGO face lack of funds due to which did not pay her pay dues for past 2 months and dissolve her from job. As no written contract between parties NGO refuse to pay her past dues. But still implied contract is legal in eye of law and Emily has right to sue to receive her dues back.
The court considers implied contracts to be valid.
Question 3 minor contract
Whether the contract entered with minor affixed under parents’ supervision and signature make minor liable in any way?
The contract enter should be in legal capacity of parties. This means that parties which unsound, insolvent, or minor are not considered to be parties in legal capacity of the agreement.( Giancaspro, 2017) The court has considered the contracts with minor to be void ab inyoite that is void or illegal from the very start of the contract. the parties entering contract with minor would not make minor in any way liable to Performa or induce him to perform his obligation under a contract. the contract where one party is adult, he/ she would always be liable to perform the obligation under a contract. there are some exceptional circumstances to be considered in order make the minor liable for the work he performs under contract. the minor gets liable and obligated to do as agreed under contract or some exception to contract with minor are as follows-
The contracts for necessity of minor- the contracts which make minor liable are for the purpose which it has entered is to have necessity goods and services with minor. the contract where adult party provides him/ her with food, shelter, clothing, education, transportation then minor would be liable to compensate that adult through any way or perform his part of obligation to provide the benefit in return to the adult in any form which is legal.
The contracts for employment purpose for the minor- if minor is party in contract where he is receiving the benefit of employment then also, he would be liable to perform his duty. The employment contracts are to provide the minor facility to make him independent enough to earn for his living. Which is valid under the eye of law and another exception in the contract with minor.
The contract where parents affix their signature in the contract and agreed to be part of contract throng fulfilling the obligation or any liability of minor or any compensation on behalf of minor. this has been considered a benefit given to parties which does not allow minor party a merit over adult party in a contract as in case the minor terminates the contract on her will not to perform the parents of minor would be liable to compensate the adult party for the loss incurred.
The two companies enter contract with minor. the one company is Jenny Maguire Sports Agency Pty Ltd which contract under the parents to be party to the contract where the Lion Tree is under obligation to play golf with the Australian junior team for three years, while with another company named Plus Two Sportswear agreed to provide free shoes to the lion for 2 years with a promise to wear shoes of only this brand in case the minor terminates the contract in middle of time period agreed then would be liable to pay for the shoes wore until now.
The parents will terminate the contract stating treatment done to lion is not good by both the company is not valid until it is proved in court. So, parents would be liable to pay for the loss to the companies. As there is no such agreement with company Jenny Maguire Sports Agency Pty Ltd in case of termination of contract so no liability arise on parents in that case only if the company sue lion’s parents for the loss. While parents are liable to pay of the money for the shoes wore by the lion in past 2 years to company Plus Two Sportswear.
The law to protect the adult party form the contract entered with minor provides some exceptional case where the adult party can get compensation in case the minor refuse to perform or terminates the contract with adult party after taking benefits form party.
Question 4 implied terms into contract by court-
Terms implied in law-
the terms specified by court obligated by every person even if not specifically mentioned or stated any other way.( Gibbs-Kneller, Gindis, and Whayman, 2021) This means judiciary where pronounce a decision on some cases which need to be universally adopted irrespective of fact they are mentioned individually or not. For say. The court of appeal of Singapore annoyed that while entering employment contract employees are under obligation to perform reasonable care while performing job even when it is not mentioned in terms of contract.
Terms implied in facts-
This means that parties are intentionally involved to be agreed to perform task as mutually in same terms which is not contradicting parties. This is father based on two test business efficacy test and officious bystander test which means that it is obvious need for business purpose and both parties feel obvious and agreed with term.
1. Specific performance –
This means when termination of contract by one party by not performing as per contract which cause loss to other party who has performed duty or is willing to perform duty where the monetary compensation cannot claim to mitigate loss occurred to the party. (Kyaw)The plaintiff allowed to seek for specific performance in following circumstances-
2. Injunction –
The injunction order of court to restrain party to perform something which is against the contract entered and is causing ill effect to the plaintiff. Through this order the court ask defended party to stop to act in a way which is a party to the contract or not but still is affecting the plaintiff through the action which is loss to the plaintiff.( Moore, 2019) The plaintiff can ask for compensation through restrain the defendants to perform his duty through the order of court of injunction as follows –
Question 6 section 232 corporations act, 2001
Wither the company’s oppressive act involvement due to the controllers of the company can be recognized by the minor shareholders and if what action could be taken against these controllers whose actions are oppressive in nature?
The action of controller of the company mainly executive directors and majority shareholders should be legal and not biased in nature.( Tait, A.A., 2017) The company being artificial person cannot perform the duty on his own due the controller of the company play role while defining the objection and operations of the company. the actions of these parties should not oppress any minority stakeholder of the company through actions determined in the meetings of the company. the court with the enactment of section 232 in the act has encompasses the decisions which could be oppressive in nature –
The court enacted section 233 in the act to encompass with the remedy facility to the shareholders –
In given case this Nimble Technologies Pty Ltd company minority shareholder noticed some practices of transferring majority shareholding to some shareholders and declaring bounds and incentive in evert short period for directors which is party of oppressive action. The minority shareholder Katie being a minority shareholder given a right to sue company and its controllers for such actions and undertake remedy under section 233 as mentioned above.
Protection against oppressive controller of company to minority under act.