Business and Corporate Law

This document provides study material and solved assignments on Business and Corporate Law. It covers topics such as contract laws, transfer of property, parole evidence rule, statutory derivative action, and more. It also includes case scenarios and legal advice.

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
Question 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 .......................................................................................................................................4
Samuel wants to set aside the transfer of the beach house to Lee. Advise him of his legal
position........................................................................................................................................5
Question 4 .....................................................................................................................................6
a) What is the parol evidence rule, and what is the court’s reasoning in applying the rule?......6
Pedram comes to you for advice. You are expected 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..................................................................................................................................9
What are other personal rights conferred on members by the Corporations Act?......................9
CONCLUSION..............................................................................................................................10
RFRENCES...................................................................................................................................11
REFERENCES..............................................................................................................................12

INTRODUCTION
Business and corporate laws are the laws which has been amended in order to help in
formation of business organization and maintaining corporate legality within an country or
society. Such laws has prescribed guidelines that helps an organization to achieve its goals and
objectives in appropriate manner without facing any legal issue. Under these laws rules and
regulations has been explained to deal with problems accruing within corporate society. Business
laws also known as corporate laws as they have wider scope which cover concrete aspects
related to an business organization. In this file things that has to be covered is based on contract
laws, transfer of property and parole evidence. This file is going to cover question and case
scenario related to laws. In the end statutory derivative action is to be covered.
MAIN BODY
Question 1
Discuss ‘law’ and ‘justice’ one and the same thing?
Laws are the rules and regulation which has to be formed for dealing with crime that has
been taking place in society. These crimes are generally divided into two parts criminal and civil.
In which criminal deals with public at large whereas civil deals over wrong committed by an
individual. Laws are being amended for making framework to maintain discipline and order
within society. Laws are being formed to control those elements which causes disturbance in
society. Legal system of Australia consists of various laws over aspects that results into
committing crime in society. Judiciary is one of the most important part existing in legal system
of an country like Australia. Duty of judiciary is to create procedure in order to make sure that
laws are being implemented in proper manner within a country. Also punishment given by them
should be effective that helps in safeguarding laws. Various courts holds jurisdiction on different
cases. Supreme court is the highest court of appeal that deals with all kind of cases that has been
looked by High court. Then comes High Court which holds jurisdiction that is as per criminal
and civil division. After this comes lower courts which are also known as court of first instance
because the handle the case when it has been filed. All the courts work together to safeguard
citizens within an organization (Harris, Hargovan and Adams, 2018).

This shows that both judiciary and laws go hand in hand to make sure that people living
in a country are protected against crime. So, they hold responsibility of interpretation laws with
strong intention to create justice.
Question 2
Case scenario: In this case Pedro was jogging one morning and notice a sing board stating that
boat is at sale for $9,000. So, he contacts on the number given and drops a voice message that he
is happy to buy the boat for $7,000. Anders who put the board for selling but on same day
another buyer makes cash offer of $9,000. Next day pardon sees that the boat is not there. He
then listens to voice message for first time that has been send by Anders and call him to provide
conformity over acceptance of offer. He argued that verbal offer has been made to sell it to
another 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
Contract laws these are the laws that has been legally enforceable under law which deals
with those agreements formed between two parties. In such laws focus is also made over
building strong relationship among parties coming into contract. Certain elements are there
which makes a contract to be valid and these elements are offer, acceptance, consideration and
legal elements. Contract can be in both oral and written form.
The above scenario it can be observed that no contract exists between Pedro and Anders.
As voice message was heard after boat has been sold to another party. So, in this scenario
invitation to treat exits in which an offer is made but not accepted. This is not considered to be
the part of contract.
Question 3
Case Scenario: In this case Samuel Finely has two children and hold a lovely breach house in
Palm Beach. Sam has fallen ill and doctors told that he has less than an year to live. Lee knew
that Keaton's father is 90 year old and mentally weak. This was done to create pressure over
transfer of Palm Beach House to her. So, for four months pressure and threat succeeded for
convincing Samuel to sign document and transfer Palm Beach house to her.

Samuel wants to set aside the transfer of the beach house to Lee. Advise him of his legal position
Transfer of property is an act that has been living person transfer property to another
person. It is covered under property law and there are various ways in which transfer of property
takes place with mortgage, sales, lease, will and gift. Property law deals with these transfer in
detail. An property transferred in the form of will is done before the death of a person or
individual. Will means that kind of legal document that legally advices to make transfer possible
when death of person takes place. In other words will is legal deceleration which makes transfer
of property possible after person dies. Will has to be used as a medium to make transfer possible
before the person becomes too old or reaches near to death situation. As per Australian property
law any kind of legal system mentioned in prioritising property law with rights, interest and
responsibility of individual in relation over thing required to be transferred. Under the law of
property rights, possession or ownership of an object exists. Law and property with transfers has
been transferred to make real and tangible form of property like land of moveable property like
window panes, celling fans is required to be transferred.
Transfer of property cannot take place under the situation where an person is intoxicated,
of unsound mind or any illegal source has been used to make transfer possible. A property
having illegal means cannot be transferred. The person to whom property is being sold is
required to know all details regarding property and it has to be mentioned in the agreement
formed for transfer of property. Property of any kind exists has to be transferred to another
person. By illegal modes of transfer it means transfer done thorough threat, fraud, pressured and
force. The main objective of transferring property is been defined over intention which is posses
by an person making transfer to be done. Property of any kind can be transferred except an
illegal property.
From the above case it has been observed that Lee has used illegal means for making
transfer possible of Palm Beach house. So, an unlawful objective makes transfer to be done.
Samuel holds position of transfer according to definition mentioned within property act.

Question 4
a) What is the parol evidence rule, and what is the court’s reasoning in applying the rule?
The parol evidence rules states that nothing will be admissible if the term of the contract is
depicting the relationship among the parties, everything else which are stated to the court apart
from the wording of the written contract shall be treated as not admissible with respect to the
contract. The precise words of contract are reached after the negotiation between the parties on
equal circumstances. The contractual relationship should be clear in words and into
understanding between the parties to have its binding nature. Parol evidence does not supports
the out of contract inference drawn by the parties which could be implied by the parties to the
contract.
b) List and explain the exceptions to the parol evidence rule.
The below mentioned exceptions govern the relationship among the parties and the court will
take these into consideration whilst enclosing the parties into a contractual connection. The parol
rule of evidence will be faded due to existence of these factors into practical scenario, these will
overlap the existed contract with the essence of real available factor on showing the existing
scenario's presence for the integrity of the contract.
 Surrounding Circumstances.
 Evidence of trade usage.
 Subsequent modification of contract.
 The parties intended regarding ambiguous terms of contract.
These exceptions clearly specifies if any of the essential elements exist into the scenario the rule
of Parol Evidence will not be effective on the contract such as:
1. Surrounding Circumstances: The business scenario come to such a point that the
expressed term of the contact cannot be honoured due to the prevailing circumstance, and
both parties are willing at their utmost good belief for the performance but the stalemate
situation could not be eradicated with all their efforts, the contact may be moulded with
respect to law of marginal diminishing of satisfaction of the contract.
2. Evidence of trade usage: this practice mark its presence into the market since ages which
enable and direct the market force to according to the usages of the trade practice

prevailing into the local or international market. They cannot be denied by the
participants as they are of obligatory nature, which need to be followed even after
divergence of the parties.
3. Subsequent modification of contract: the contract is modified according to the existing
prevailing market forces as they various market participants adopt maximum benefit
approach to keep playing into the market. The Contract could be modified with mutual
consent of the parties after sanctions of the court, it could in form of merger, take over,
amalgamations, etc (Mitchell, 2019).
The parties intended regarding ambiguous terms of contract: The rule of parol evidence is
excluded when the terms of the contract are not much descriptive about the performance of
contract, the in fact ongoing process will be taken into consideration whilst construing the
essence of the contract which should be following the principle of utmost good faith while
interpreting the terms of the contract. The beneficial construction approach will be taken up by
the court while construing the interpretation of the contract.
Pedram comes to you for advice. You are expected 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.
In the present case the Pedram have to leave the factory as per the order of Lessor, the contract to
supply the steel frames can be frustrated on the doctrine of frustration as it is an industrial
establishment which is not owned by the government so it can take the defence as it is
completely acceptable by the legislation Frustrated Contracts Act 1978, pedram have to continue
its manufacturing process until the the period of four months expire which is provided by the
lessor to him. Along with process of manufacturing the steel frames, Pedram have to make some
arrangements for finding new place for establishing its factory, Pedram have no obligation to
honour the contact as per the terms stated within the contract. Pedram may request Commercial
shopping centre to have relaxation with some time frame for the performance of the contract, as
it will be a heavy process for pedram to shift its whole factory to whole new place. Pedram have
the option to whether he can change the time for performance of contract due to unavoidable
circumstances existed into the current scenario or have option to frustrate the contract and claim
compensation from the lessor for pre mature termination of lease agreement, and provide the

other part with their respective claim for non performance of contract as per stipulated terms of
the contract (Dorresteijn and et. al., 2016) .
The contract which were made between Pedram and Commercial Shopping centre on the
basis of time, stand frustrated on the grounds of termination of lease as the circumstances are
beyond the reasonable control of both the parties to the contract . The lease was terminated
before 10 years as as it was acquired by the government of Australia, the Lessor would be
receiving the compensation at the market value of the land, the Lessee will be entitled to receive
fair compensation value saverably form the lessor. The Pedram can claim the loss attributable
for disturbance from the Lessor on the ground of termination of lease contract. As according to
Land Acquisition (Just Terms Compensation) Act 1991 loss attributable to disturbance can be
claimed under section 59 which includes financial cost for actual use of land by the Pedram.
Question 6
When is it appropriate to bring a statutory derivative action (s 236)?
Under section 236 member is being authority to hold and bring proceedings against an
organization or on behalf of it. In this an proceeding that has been initiated within a organization
has required to take responsibility over the process by being representative of an organization.
These actions is brought when an breach of any type takes place during an contract.
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?
Corporation Act basically deals with all kinds of business entities that has been taking
place under both federal and interstate level. As per the act there are various rights that has been
given to members in an corporation which are given as follows:
 Right of preventing forfeiture of share in irregular manner.
 Right which makes impugn with resolution existing for general meetings and weather it
is not appropriate for an organization in providing information in appropriate manner.
 Right to have reasonable opportunity that makes expressing view over regulation
required to be changed in an organization.
 Right to conduct a meeting for amending and proposing resolution with meeting
 Right to transfer of shares
 Right of member to hold obligation over an organization.
 Right to record vote.
 Right to observe relation of payments with dividends.
 Right to side aside allotment of shares that has been made for an improper purpose.
CONCLUSION
From the above file it can be marked out that business and corporate law considered to be
one of the most important part which makes establishment of business organization possible.
Further in this file contract law and its elements has been covered in relation to an case scenario.
Also relationship between judiciary and law has been explain. Transfer of property has been
explained. In the end frustration of contract and parole evidence is covered with right of member
under Corporation Act.

REFERENCES
Books and Journals
Allen, W. T. and Kraakman, R., 2016. Commentaries and cases on the law of business
organization. Wolters Kluwer law & business.
Belinfanti, T. and Stout, L., 2017. Contested visions: The value of systems theory for corporate
law. U. Pa. L. Rev.. 166. p.579.
Bratton, W. W., 2017. The separation of corporate law and social welfare. Wash. & Lee L.
Rev.. 74. p.767.
de Fontenay, E., 2018. Individual Autonomy in Corporate Law. Harv. Bus. L. Rev.. 8. p.183.
Dorresteijn, A. F. and et. al., 2016. European corporate law. Kluwer Law International BV.
Gelter, M. and Helleringer, G., 2018. Opportunity makes a thief: corporate opportunities as legal
transplant and convergence in corporate law. Berkeley Bus. LJ. 15. p.92.
Griffith, S. J. and Lund, D. S., 2019. Conflicted Mutual Fund Voting in Corporate Law. BUL
Rev.. 99. p.1151.
Harris, J., Hargovan, A. and Adams, M., 2018. Australian corporate law. LexisNexis
Buttwerworths.
Hemel, D. and Lund, D.S., 2018. Sexual harassment and corporate law. Columbia Law Review.
118(6). pp.1583-1680.
Kraakman, R., 2017. The anatomy of corporate law: A comparative and functional approach.
Oxford University Press.
Mitchell, L. E., 2019. Progressive corporate law. Routledge.
Pollman, E., 2016. Constitutionalizing Corporate Law. Vand. L. Rev.. 69. p.639.