Business and Corporate Law

This document provides study material and solved assignments on Business and Corporate Law. It covers topics such as contract law, property law, and section 236. The document includes scenarios and questions related to these laws and provides explanations and advice based on relevant legislation and case law.

Business and Corporate Law

Table of Contents
INTRODUCTION...........................................................................................................................3
MAIN BODY ..................................................................................................................................3
QUESTION 1...................................................................................................................................3
Discuss ‘law’ and ‘justice’ one and the same thing ?............................................................3
QUEATION 2..................................................................................................................................4
Does Pedro have a valid contract with Andres and he entitled to the boat? Explain with
reference to all the elements of a valid contract.....................................................................4
QUESTION 3...................................................................................................................................5
Samuel wants to set aside the transfer of the beach house to Lee. Advise him of his legal
position...................................................................................................................................5
QUESTION 4...................................................................................................................................6
Answer the following, citing relevant legislation and case law in your answer: ............................6
a) What is the parol evidence rule, and what is the court’s reasoning in applying the rule? 6
b) List and explain the exceptions to the parol evidence rule ..............................................6
QUESTION 5...................................................................................................................................7
To advise on whether his contract to supply the steel frames with the shopping centre
developer can be discharged by frustration. You must cite relevant provisions of law and
cases in support of your answer..............................................................................................7
QUESTION 6...................................................................................................................................8
When is it appropriate to bring a statutory derivative action (s 236)?...................................8
Draw a flowchart for the steps to be followed in an application for oppression by a minority
shareholder.............................................................................................................................8
What are other personal rights conferred on members by the Corporations Act?.................9
CONCLUSION................................................................................................................................9
REFRENCES.................................................................................................................................10

INTRODUCTION
Business and corporate laws are the laws that has been helping in formation of business
organization within legal rules set by an organization. These laws provide a vast guidelines and
rules over making an organization established with more firmness. Such laws has provided a
basic structure leading towards solving problems related to corporate functions taking place in an
business organization. In a sense it can be said that business laws are termed as corporate laws
for identifying wrongs and crimes related to various aspects existing in an organization. Also
contract, employment, health and safety laws is used with these laws to make an organization
environment to be healthy. This file is based over contract, property and section 236 has to be
covered. Various scenarios has been given and question has to be answered regarding laws
mentioned within it.
MAIN BODY
QUESTION 1
Discuss ‘law’ and ‘justice’ one and the same thing ?
Laws considered to be those amendments which has been formed in order to develop
discipline and order within society. They are set of rules and regulations which makes
framework for an country to deal over various issues taking place in an country or society. Laws
are amended over various aspects of crime existing within society. It cover mainly two types of
issues that is of criminal and civil nature. Laws are being formed by the highest authority that is
parliament by following proper process with discussion over bill presented to be made a
permanent laws. In the end President is required to sign it (Levillain and Segrestin, 2019).
Process of bill formation may differ as per guidelines given in constitution of an country.
Constitution is the supreme law which acts like boundaries and safeguard people living in an
country. In Order to make sure that laws are being interpreted in better manner formation of
judiciary has taken place. In a legal system judiciary has major role to play as they hold
jurisdictions over various case existing in an country. An legal system of an country is
strengthen due to its courts and transparency in an legal process. For this purpose judiciary has
been given power to pass landmark judgement in a particular case which can be used in future
for same purpose also. Highest court of appeal in an country is Supreme Court which holds
jurisdiction over all kinds of cases and hears review petition over judgements of High court that

has been challenged. Then comes high court which consist of three bench Queen's bench which
take care of cases in which criminal law is involved. Court of Appeal division leading over civil
cases and family court division persisting jurisdiction over family issues related case. After this
comes lower courts also known as court of firsts instance as they look into a case when it is
fresh. Then comes tribunal courts that has been formed for special purpose or to solve special
cases.
The above discussion has shown that both law and judiciary go hand in hand with each
other to make sure over creating smoothness in legal system of an country. Also Judiciary is
there to seek that laws formed has positive impact on society (Kang, 2016).
QUEATION 2
Case Scenario: One morning Pedro while jogging around an suburb. He noticed
speedboat parked to his house. On which an sign board is there which says that “For sale $9,000,
Text Andres on 0409876543. Contact direct buyer only. Being a boat lover Pedro calls over the
number mentioned on sign boards and leaves voice message. It says that he i0s happy to buy the
boat for $7,000 and leaves his number for callback from Andres. He callback Pedro and leaves a
voice message stating that price is too low. He can sell the boat for $8,000. Another buyer on
same day makes deal of $9,000 cash offer to Andres on spot. Next day Pedro sees that the boat is
not at its place. Then he goes back to his house and listen to voice message for first time and
immediately call Anders for informing about acceptance made by him over the offer. This makes
Pedro thinks that contract has taken place between him and Andres. He argues that he had
already accepted Andres’ verbal offer, so he had no right to sell the boat to the other buyer.
Does Pedro have a valid contract with Andres and he entitled to the boat? Explain with reference
to all the elements of a valid contract
Issue: In the above scenario the issues that has been raised is based on validity of contract and
entitlement over the boat.
Rule: As per the scenario it can be observed that contract law are applicable within the scenario.
These are the laws that has been formed to provide legality to an agreement formed between
parties or individual. All elements used in contract has been explained as follows:
Offer: It means that kind of idea or subject of interest over which an contract has to be
formed.

Acceptance: This means that when an offer is being accepted by another party (Johnson,
2017).
Consideration: This means that all guidelines and obligation related to contract is being
discussed.
Legality: This makes contract to be legal in the eyes of law.
Application: It can be observed that an contract formed between the parties is not valid as there
is existence of counter offer has been made. It means when another contract has been formed
while previous contract to be in existence
Conclusion: As per the scenario it can be observed that Pedro is not entitle for that boat. He
showed his interest in contract after an counter contract that existed between Andres and other
party.
QUESTION 3
Case Scenario: Samuel Finley has two children, a daughter Lee and a son Keaton.
Samuel has a lovely beach house in Palm Beach. Sam is terminally ill and has been told by his
doctors that he has less than a year to live. Lee knows that Keaton is their father’s favourite child
and that he had been named in the latter’s will to inherit the beach house. Lee knew that since
their father did not have long to live and that he was 90 years old and starting to become
mentally-weak, she could pressure him to transfer the Palm Beach beach house over to her even
though Samuel may not totally understand what he was signing over. After giving four months of
pressure and threatening with gentle techniques. Finally Lee succeeded in making Samuel
convince to sign the document for transferring party of Palm Beach to her (Hargovan, 2018).
Samuel wants to set aside the transfer of the beach house to Lee. Advise him of his legal position
Issues: The issue that has raised in the above scenario is that transfer made has to be set aside by
Samuel.
Rule: Law that is applicable in the above scenario is Property law which deals with transfer of
property. In detail these laws are explained under Transfer of Property Act. The act has been
formed in order to make sure that property has been transferred in legal manner. Such act formed
for making an strong process which helps in giving an property by one person to another before
his death.

Application: In this case transfer of property through illegal means is applied. As per this any
kind of illegal activity like harsh treatment, force and threatening techniques is being used for
making transfer possible is considered to be illegal in the eyes of law.
Conclusion: Legal position of Samuel is that he is the person who has transferred the property.
So, he can under the clause of act that no property can be transferred through illegal means by
force or threat. Held the transfer to be illegal and take property back from Lee.
QUESTION 4
Answer the following, citing relevant legislation and case law in your answer:
a) What is the parol evidence rule, and what is the court’s reasoning in applying the rule?
Parole Evidence Rule: This is the rule that has been used for governing over an extent
that has been making parties under a case of contract to present the fact that has been taken place
before the contract. It helps in making an contractual issues to be covered in more appropriate
manner. This rule was formed in the common law that was of Anglo- American nature. These
evidence's is being used by court when Ratio decidendi occurs and appropriate judgement is not
passed by court (Grundfest, 2019).
b) List and explain the exceptions to the parol evidence rule
Exceptions over parol evidence has been given as follows:
 Showing term within a contract that has been mistaken.
 It helps in showing of unconscionable behaviour which involves tortious interference that
happened within an contract.
 For showing that consideration has not been paid
 Identification of Parties over subject matter existing within an contract.
 Modification of contract after signed parties, if allowed within the contract.
 For showing an condition that has taken place before the contract.
 In order to show implied term and custom over usage of past dealings that is part of a
contract even when written agreement does not exists.
 If an evidence has been incorporated in a contract by reference of an evidence within
contract itself.

QUESTION 5
Case Scenario: Termifab had a contract to supply the steel frames to a construction
company for developing a commercial shopping centre, Pedram have to supply the steel frames
for sixteen months. Pedram have agreed to supply the steel frames within 90 days after the date
of contract. It have been notified by the Australian government that the factory of Pedram have
been acquired by the Australian government, two month before the date of supply. Now Pedram
wants to find out place to establish a new factory to fulfil its contract, he also wants to request
commercial shopping centre development company to provide some time for honouring the
contract as it will take some time to establish a new factory.
To advise on whether his contract to supply the steel frames with the shopping centre developer
can be discharged by frustration. You must cite relevant provisions of law and cases in
support of your answer.
Issue: The problem that has raised is that weather the contract formed can be discharged under
frustration or not.
Rule: It can be observed from above scenario that contract law is to be applied within the
situation. Clause which is valid for the situation is Discharge by frustration. This means when an
certain act happened that resulted into revoking of contract. Act here means a situation that
would have not been seen coming.
Application: Destruction to subject matter is used and relevant case law related to the scenario is
Condor v Baron Knights within this court held that claimant(Condor) has conducted an action
that was unsuccessful but his medical condition made it possible. It makes contractual obligation
to be created and contract of frustration to be done.
Conclusion: It is suggested to Pedram that he should continue its manufacturing until the
expiry of notice period is over, which have been given by the Lessor. Even if it is insisted by
Australian government to vacate such place, then it could be claimed as compensation for loss
through the lessor due to pre mature termination of lease (Du Plessis, 2017).

QUESTION 6
When is it appropriate to bring a statutory derivative action (s 236)?
In the case of Harbottle under the Corporation Law in13th March 2000 has introduced the
shareholder's statuary derivative action which has been mentioned under section 236. Providing
an statutory derivative action that cab be taken by members or person who has been registering
as member of an organization or is being connected to body of corporate. The case has been
explained as follows:
The Defects of the Rule in Foss v Harbottle
Rule has been en marked under case of Foss v Harbotle has suffered various defects.
Further it can be summarized as follows:
As per the facts it is said that no clear statement has been made upon constituencies in
which control can be done over alleged wrongdoers. Fraud was difficult to be identified and
importance of ratification was also not clear. In this the court has observed that there was
involvement of internal management existing in an organization (Beck and Paton, 2018). After
the common law has been contrasted with statutory derivate action some advantages were
marked out that are as follows:
 Perspective nature existing in an legislation has been clarified within the law.
 Common law would be abolished under such situation.
 Ratification is not going to bar any kind of claim
 Court would not be holding opportunity that has to be obtained with an independent view
over action which interests the company best
 Payment of cost would be having broad discretion over such payment.
This case has proven to be an landmark over providing decision and proper utilization of
section 326.
Draw a flowchart for the steps to be followed in an application for oppression by a minority
shareholder.

What are other personal rights conferred on members by the Corporations Act?
Rights conferred on members by the Corporations Act are as follows:
 Right to make irregular forfeiture of share(Bektic, 2017).
 Right of impugn resolution for general meetings.
 Right to hold reasonable opportunity.
 Right to do meetings over regulations.
 Right to make shares to be transferred.
CONCLUSION
In the above file the concept of business and corporate law has been covered. Basics of
law and judiciary has been covered. Further in this file property law, frustration of contract and
parole evidence rule is explained. All these laws has been explained in relation to relevancy with
questions given for them. In the end Section 236 of corporation act has been explained with
rights conferred by members of organization has been covered.

REFRENCES
Books and Journals
Beck, J. and Paton, G., 2018. Corporate law: The Royal Commission: Corporate culture
spotlight: Where is all this heading?. Governance Directions. 70(6). p.351.
Bektic, D., 2017. ESG Factors in Corporate Bond Returns: Perspectives for Academic Research
and Investors. Journal of Environmental Law and Policy. 40(4). pp.293-298.
Du Plessis, J., 2017. Corporate Social Responsibility and. Deakin Law School Research Paper,
(19-12).
Grundfest, J.A., 2019. The Limits of Delaware Corporate Law: Internal Affairs, Federal Forum
Provisions, and Sciabacucchi. Bus. Law.. 75. pp.1319-1363.
Hargovan, A., 2018. Corporate law: Storm without power: Low civil penalties for directors of
Storm Financial. Governance Directions. 70(4). p.197.
Johnson, L., 2017. Dominance by Inaction: Delaware's Long Silence on Corporate Officers. Can
Delaware Be Dethroned. pp.17-09.
Kang, S.Y., 2016. Rethinking Self-Dealing and the Fairness Standard: A Law and Economics
Framework for Internal Transactions in Corporate Groups. Va. L. & Bus. Rev.. 11. p.95.
Levillain, K. and Segrestin, B., 2019. From primacy to purpose commitment: How emerging
profit-with-purpose corporations open new corporate governance avenues. European
Management Journal. 37(5). pp.637-647.
Mongalo, T.H., 2017. Supervision of the use of corporate power as the ultimate purpose of
directorial duties and the advisability of corporate law enforcement in the public
interest. Journal of Corporate and Commercial Law and Practice. 3(1). pp.17-48.
Rogge, M., 2020. Industry, Human Rights and the Jural Relations of Corporate Law: Wesley
Hohfeld in a Global System. Forthcoming in Inter Gentes: The McGill Journal of
International Law and Legal Pluralism. 3. p.1.
Sewell, B., 2018. Corporate law: Navigating the safe harbour for small-to medium-sized
enterprises. LSJ: Law Society of NSW Journal. (43). p.82.
Teichman, D. and Zamir, E., 2017. Behavioral Analysis of Commercial Law: Corporate Law,
Securities Regulation, and Antitrust. Forthcoming in-Behavioral Law and Economics
(Oxford University Press, 2018). pp.18-6.