Impact of Corporations Act 2001 (Cth) on Verbal Offers and Contracts

The Corporations Act 2001 (Cth) plays a crucial role in regulating business activities and ensuring transparency in organisational dealings. The act provides guidelines for directors to maintain confidentiality and prevent misuse of company information. In case of any breach, the ASIC can impose penalties and disqualify individuals from participating in company activities. The act also ensures that directors do not use company property for personal benefits. A case study of ASIC vs. Vizard illustrates the application of the Corporations Act 2001 to protect confidential information and prevent malpractices.

Running Head: Business And Corporate Law
BUSINESS AND CORPORATE LAW

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Business And Corporate Law
Table of Contents
Part A: Contract law question..........................................................................................................3
Issue.............................................................................................................................................3
Rule..............................................................................................................................................4
Application...................................................................................................................................4
Conclusion...................................................................................................................................6
Reference List..............................................................................................................................7
Part B: Corporations Law question..................................................................................................8
Issue.............................................................................................................................................8
Rule..............................................................................................................................................9
Application...................................................................................................................................9
Conclusion.................................................................................................................................11
Reference List............................................................................................................................12

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Part A: Contract law question
Question: What sort of problems may arise in contract law for users of e-commerce? Discuss
Issue
Due to the increment of digital communication technology, the modern businesses are shifting
towards achieving the wide opportunity of online business. Hence, a huge number of customers
are developing relationship with these businesses and ecommerce businesses are become popular
in recent days. In such context, issues related to online transactions are governed by the contract
law. Under the governance of this Contract law, all the e-commerce businesses need to develop
legal agreement and privacy policy to keep the consumer’s credential confidential1. The
consumers need to agree with the contract agreement by clicking in the checkbox. However, in
digital transaction, the customers are facing several issues related to offer of acceptance,
enforceability, e commerce jurisdiction and globalisation of business. Due to virtual transaction
between two parties through internet, the main issue in e commerce transaction is the misleading
another party by breaching the contract with unlawful activity.
In addition to that, due to rise of online business, the legislation authority or jurisdiction face
several challenges to apply the legal power to enforce the contract law on every online
transaction. Moreover, globalisation of the e commerce business may lead the legal contract
between both the parties to be breached2.
1 Cuniberti, G. (2016). The Laws of Asian International Business Transactions. Pac. Rim L. & Pol'y J., 25, 35.
Retrieved on 22 April 2019 from: https://digitalcommons.law.uw.edu/cgi/viewcontent.cgi?
article=1720&context=wilj
2 Giancaspro, M. (2017). Is a ‘smart contract’really a smart idea? Insights from a legal perspective. Computer law &
security review, 33(6), 825-835. Retrieved on 22 April 2019 from:

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Rule
In order to develop a transparent relation between the business owners of the e commerce
businesses and consumers the implication of Contract law seems helpful. With the implication of
Electronic Transactions Act 1999 (Cth), it can be possible to develop a transparent framework to
maintain authenticity in electronic data exchange. Hence, this Electronic Transactions Act 1999
helps the customers as well as the e commerce business owners to develop an e-paper based
transactional contract to maintain legal business relationship3. This mentioned Act provides a
uniform legislative framework around Australia to maintain legal e-business contracts. The
subsection s14(1) of this Electronic Transaction Act 1999 provides a legislation to maintain legal
terms and conditions between the offeror and offeree in order to mitigate legal contract-related
difficulties during online business process. Moreover, under the provision of this Act, e
commerce businesses need to maintain a legal offer of acceptance by following the norms
implemented by jurisdiction and legislation of the country4. The e commerce business authority
needs to ensure that the provided offers have been accepted by the customers. However, it seems
difficult to reserve the contract principles in case of online contract with the use of set of rules
implemented for enforcing physical contracts between two or more parties.
https://www.researchgate.net/profile/Mark_Giancaspro/publication/317354410_Is_a_%27smart_contract
%27_really_a_smart_idea_Insights_from_a_legal_perspective/links/5c2d5891a6fdccfc707902d8/Is-a-smart-
contract-really-a-smart-idea-Insights-from-a-legal-perspective.pdf
3 Accc.gov.au, 2019. Contract and agreements. Retrieved on 22 April 2019 from:
https://www.accc.gov.au/consumers/contracts-agreements
4 Australiancontractlaw.com, 2019. Contract law. Retrieved on 22 April 2019 from:
https://www.australiancontractlaw.com/contractlaw.html

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Application
In the context of any e commerce business, the business contract law can be applied between two
or more parties to ensure a clear-stated contract about the business transaction. Hence, contract
law can be applied in any online business transaction that is found to have cryptic contract
information between the parties. Hence, in order to develop a legal agreement between two
parties in case of an online transaction, there is a requirement of having a clear-stated and signed
contract in the form of an email or any other digitally signed documents.
In case of Ford & Anor vs. La Forrest & Ors [2001] (QSC 261), it has been found by the
Queensland Supreme Court that, there is a clear stated legal contract in form of email between
both the appellant and defendant parties and all the contract agreements have been mentioned
clearly in the email contract. In addition to that, the Supreme Court of Queensland has found that
the contract was made on 22nd February 2001, that is before the claim of the appellant (1st
March 2001). Hence, according to the respective Contract law (Electronic Transactions Act 1999
(Cth) s14 (1)), this email contract has made according to the provision given under the business
contract law. Hence, there is no such issue to accept this email contract5. Additionally, according
to the Electronic Transactions Act 1999, the email contract has the capability to develop a legal
contractual relation unless there is no such hidden contractual breach present in the contract.
Furthermore, it has been observed that, in the mentioned case of Ford & Anor vs. La Forrest &
Ors [2001], the question about legal capability seems irrelevant as the contract shows the
5 Holden, A. C. L. (2017). Dentistry's social contract and the loss of professionalism. Australian dental
journal, 62(1), 79-83. Retrieved on 22 April 2019 from:
https://onlinelibrary.wiley.com/doi/pdf/10.1111/adj.12428

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Business And Corporate Law
capability to maintain all the legal aspects of the contract and hence, this electronically created
contract has the power to enforce the appellant party to sign the contract6.
In addition to that, in case of any e commerce business contract, it is vital to measure the contract
real contract agreement to check the validity of the contract. In this case, it has been seen by the
Queensland Supreme Court that, there is no such issue in the e-contract and therefore, by the
enforcement of Electronic Transactions Act 1999, the appellant party needs to sign on the e-
contract to agree with the offer of acceptance.
Conclusion
It can be concluded by viewing all the aspects and application of contract law in e commerce
that, both the parties involved in an e commerce transaction need to have good amount of
awareness during development of a contract agreement to overcome contract breaches. In
addition to that, it can be sensed that, there is a difference between the contract agreement in case
of traditional business and e commerce business. Hence, it is essential for both the parties in an e
commerce transaction to follow all the code of conducts and policies of the respective business
industry in order to maintain a valid e-contract. In addition to that, in case of any e commerce
business, it is necessary to keep in mind for both the parties involved in online transaction that,
the online agreements are also enforceable by the legislative authority as in case of any
traditional business contracts. This enforcement can be done under the provision of Electronic
Transactions Act 1999 (Cth) and the provision has the power to direct both the parties to act
accordingly in case of any breach of contract has been found in any e commerce transaction.
6 Ryan, P. (2017). Smart contract relations in e-commerce: Legal implications of exchanges conducted on
the blockchain. Technology Innovation Management Review, 7(10). Retrieved on 22 April 2019 from:
https://timreview.ca/article/1110

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Business And Corporate Law
Hence, this mentioned Act could assist a person that has a requirement of legal assistance to
overcome any business contract related issue in e commerce business.

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Business And Corporate Law
Reference List
Accc.gov.au, 2019. Contract and agreements. Retrieved on 22 April 2019 from:
https://www.accc.gov.au/consumers/contracts-agreements
Australiancontractlaw.com, 2019. Contract law. Retrieved on 22 April 2019 from:
https://www.australiancontractlaw.com/contractlaw.html
Cuniberti, G. (2016). The Laws of Asian International Business Transactions. Pac. Rim L. &
Pol'y J., 25, 35. Retrieved on 22 April 2019 from:
https://digitalcommons.law.uw.edu/cgi/viewcontent.cgi?article=1720&context=wilj
Giancaspro, M. (2017). Is a ‘smart contract’really a smart idea? Insights from a legal
perspective. Computer law & security review, 33(6), 825-835. Retrieved on 22 April
2019 from:
https://www.researchgate.net/profile/Mark_Giancaspro/publication/317354410_Is_a_
%27smart_contract%27_really_a_smart_idea_Insights_from_a_legal_perspective/links/
5c2d5891a6fdccfc707902d8/Is-a-smart-contract-really-a-smart-idea-Insights-from-a-
legal-perspective.pdf
Holden, A. C. L. (2017). Dentistry's social contract and the loss of professionalism. Australian
dental journal, 62(1), 79-83. Retrieved on 22 April 2019 from:
https://onlinelibrary.wiley.com/doi/pdf/10.1111/adj.12428
Ryan, P. (2017). Smart contract relations in e-commerce: Legal implications of exchanges
conducted on the blockchain. Technology Innovation Management Review, 7(10).
Retrieved on 22 April 2019 from: https://timreview.ca/article/1110

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Business And Corporate Law
Part B: Corporations Law question
Question: Explain what is required for an offer to be validly accepted
Issue
The Corporations Act 2001 of Australia has been set out to deal with several business entities
such as business activities and responsibilities of the business directors, investment schemes and
partnerships. Therefore, under the regulation of the Act businesses in Australia have been
regulated with their business matter and thereby, this Act gives the provision to mitigate business
conflicts within the organisational context. However, an offer is considered as valid and
acceptable, if the offer has been communicated between the offeror and the offeree. The
communication needs to be either in written format or in the form of verbal conduct. In case of
written agreement of an offer, there is a less chance of having the issue of acceptance7. On the
other hand, in case of any verbal acceptance of an offer, several issues may be occurred due to
lack of any clear defied evidence of the offer validity. In case of any verbally accepted offer,
there may be a distinguished invitation or treat and the intention of this type of offer always may
not be clear-stated. Therefore, the main issues regarding this type of offer are breach of
commitment by any parties involved and issues regarding terms and conditions of the verbally
accepted offer. Hence, in order to mitigate such issues from the verbally accepted contracts,
Corporations Act 2001 cab be applied by viewing all the aspects of an offer.
7 Curran, D., & Mascher, S. (2016). Adaptive management in water law: evaluating Australian (New South Wales)
and Canadian (British Columbia) law reform initiatives. McGill Int'l J. Sust. Dev. L. & Pol'y, 12, 177. Retrieved on
22 April 2019 from: http://dspace.library.uvic.ca/bitstream/handle/1828/9183/curran_deborah_mjsdl_2016.pdf?
sequence=1&isAllowed=y

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Rule
With the provision of Corporations Act 2001 (Cth), a business and the Directors of the business
need to maintain all the offers and personal benefits according to the business code of conducts.
Therefore, a business Director cannot create such policies for personal benefits rather than the
benefits of the company8. Hence, under the provision of this Act, Board of Directors of an
organisation has the power to manage all the business activities and the Directors have the
responsibility to maintain transparency in all the business-related offers. This Corporations Act
ensures that, any Director cannot able to misuse their positional power inside the organisation or
cannot able to use company information in improper way. Therefore, this previously mentioned
Act has been implemented in the business sector of Australia in order to mitigate any breaches
from the organisational activities. Thereby, the Directors of the businesses in Australia have been
provided a clear guidelines by enforcing this law to act accordingly in order to mitigate any
business offer related breaches from the business9. In addition to that, if it is found any offer
acceptance related issue between two parties, this Corporations Act 2001 seems helpful to
provide a clear guidelines to resolve the issue by enforcement of suitable law and legislation by
the ASIC (Australian Securities and Investments Commission).
8 Lawcouncil.asn.au, 2019. Corporations Law. Retrieved on 22 April 2019 from:
https://www.lawcouncil.asn.au/tags/corporations-law
9 Mendis, D., Nielsen, J., Nicol, D., & Li, P. (2017). The Co-Existence of Copyright and Patent Laws to Protect
Innovation–A Case Study of 3D Printing in UK and Australian Law. Retrieved on 22 April 2019 from:
http://eprints.bournemouth.ac.uk/30490/1/3DP-IP-UK-Aus%20-
%20oxfordhb_9780199680832_chapter_19%20Mendis%20et%20al.pdf

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Application
Corporations Act 2001 (Cth) can be applied in case of evaluating any confidential matter in a
business case and thereby, this Act has been used to measure the presence of breaches in a offer
of acceptance. In order to evaluate the misuse of any company information by the officials, this
Corporations Act stands out as a proper guidelines implemented by the ASIC to remove those
malpractices from the business environment. Therefore, this previously mentioned Act seems
helpful to protect the company information from being misused by the Directors.
In the case of ASIC vs. Vizard [2005] (FCA 1037), this Corporations Act 2001, has been applied
to find out the breaches performed by the Director of the company Telstra. By observing, the fact
stated in this case, it has been observed that there is a clear contravention of the Corporations
Acts 2001 by the company Director. Therefore, the Director Vizard has been disqualified from
the company for 10 years due to having malpractice with the confidential company information.
In addition to that, a penalty amount of $390000 has been imposed by the Federal Court of
Australia for breaching the legal offer with the company. Hence, this action has been taken by
the hon'ble Federal Court under the provision of Corporation Act 2001 (Cth)10.
Under the section 183 of this Corporations Act, there is a clear provision for the management
and directors of a company not to use the company property in improper way for personal
benefits. Here in this case, it has been found that the confidential information of the mentioned
company has been used unethically by the respective director of the company for personal
10 Legislation.gov.au, 2019. Corporations Act 2001. Retrieved on 22 April 2019 from:
https://www.legislation.gov.au/Details/C2018C00031

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benefits11. Therefore, there is a clear evidence of breach in offer of acceptance and Corporations
Act 2001 (s183) can be applied to prohibit the director from this type of malpractice.
In addition to that, under the section 191-194 of this Corporations Act, there is a provision for
the company directors not to disclose any matter of personal interest in the board meeting12.
Under the enforcement of this section, a director of an organisation cannot able to present any
matter related to their personal interest. By sensing such activities within a firm, ASIC has the
authority to penalise the respective person by enforcement of the Corporations Act 2001.
Conclusion
From the evaluation of the stated law and its application in relevant context, it can be sensed that,
the above-mentioned law has the power to protect confidential information of an organisation.
Therefore, the Corporation Act 2001 (Cth) can be applied in an organisational context in which
there is a clear sign of breach in offer of acceptance. Additionally, with the application of this
law, it can be possible to develop a transparent business activity within an organisation by
eliminating all the malpractices from the organisation. In addition to that, it can be said that, this
Act can direct the business directors to take legal decisions during implementation of vital
11 Mendis, D., Nielsen, J., Nicol, D., & Li, P. (2017). The Co-Existence of Copyright and Patent Laws to
Protect Innovation–A Case Study of 3D Printing in UK and Australian Law. Retrieved on 22 April 2019
from: http://eprints.bournemouth.ac.uk/30490/1/3DP-IP-UK-Aus%20-
%20oxfordhb_9780199680832_chapter_19%20Mendis%20et%20al.pdf
12 Sanggaran, J. P., Haire, B., & Zion, D. (2016). The health care consequences of Australian immigration
policies. PLoS medicine, 13(2), e1001960. Retrieved on 22 April 2019 from:
https://journals.plos.org/plosmedicine/article?id=10.1371/journal.pmed.1001960

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business activities by providing clear guidelines. Hence, implication of this Corporation Act
2001 in a business case can help the business directors to follow ethical guidelines to perform all
the essential business activities by focusing only on the business interest by eliminating all the
personal interests.

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Business And Corporate Law
Reference List
Curran, D., & Mascher, S. (2016). Adaptive management in water law: evaluating Australian
(New South Wales) and Canadian (British Columbia) law reform initiatives. McGill Int'l
J. Sust. Dev. L. & Pol'y, 12, 177. Retrieved on 22 April 2019 from:
http://dspace.library.uvic.ca/bitstream/handle/1828/9183/curran_deborah_mjsdl_2016.pdf
?sequence=1&isAllowed=y
Dragiewicz, M., & Burgess, J. (2016). Domestic violence on# qanda: The “Man” question in live
Twitter discussion on the Australian Broadcasting Corporation's Q&A. Canadian journal
of women and the law, 28(1), 211-229. Retrieved on 22 April 2019 from:
https://eprints.qut.edu.au/95237/2/Dragiewicz%20%26%20Burgess%20CJWL
%20submitted%20October%2022%202015.pdf
Lawcouncil.asn.au, 2019. Corporations Law. Retrieved on 22 April 2019 from:
https://www.lawcouncil.asn.au/tags/corporations-law
Legislation.gov.au, 2019. Corporations Act 2001. Retrieved on 22 April 2019 from:
https://www.legislation.gov.au/Details/C2018C00031
Mendis, D., Nielsen, J., Nicol, D., & Li, P. (2017). The Co-Existence of Copyright and Patent
Laws to Protect Innovation–A Case Study of 3D Printing in UK and Australian Law.
Retrieved on 22 April 2019 from: http://eprints.bournemouth.ac.uk/30490/1/3DP-IP-UK-
Aus%20-%20oxfordhb_9780199680832_chapter_19%20Mendis%20et%20al.pdf
Sanggaran, J. P., Haire, B., & Zion, D. (2016). The health care consequences of Australian
immigration policies. PLoS medicine, 13(2), e1001960. Retrieved on 22 April 2019 from:
https://journals.plos.org/plosmedicine/article?id=10.1371/journal.pmed.1001960