Business And Corporate Law Question and Answer 2022

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Running head: BUSINESS AND CORPORATE LAW
BUSINESS AND CORPORATE LAW
Name of the student:
Name of the university:
Author’s note:

BUSINESS AND CORPORATE LAW1
Question 1
Part 1
Issue
Issue involved in this scenario whether Tina will be bound by law to purchase such
business of Jeff as a consequence of signing a Heads of Agreement.
Rules
It should be considered in this context that when the Heads of Agreement bind a party
legally to do in accordance with such agreement. This Heads of Agreement is one type of
document, which functions as a preliminary agreement for such basic terms of any business
transaction. The Heads of Agreement for any business transaction may be binding, as well as
non-binding by the law. In the case of Allen v Carbone 1975,1 it has decided that the binding of
Heads of Agreement will be depended on the language of such document. The intention of the
parties will be intended to make an agreement, which should be binding, and it is to be judged
accurately having concern to such dialectal contained in that Heads of Agreement. In a latest case
of Michael Lahodiuk v Vincent Pace and Prid Pty Ltd. 2013,2 it has decided that the parties to a
business transaction of Heads of the agreement will be bound if there is any provision relating to
the confidentiality of the business.
1 Allen v Carbone [1975] HCA 14
2 Michael Lahodiuk v Vincent Pace and Prid Pty Ltd [2013] NSWSC 512

BUSINESS AND CORPORATE LAW2
Application
In this given scenario, Jeff has made a Heads of Agreement with Tina to sell his business
to her. After preparing a formal contract, Tina has refused to buy his business. However, Jeff has
told her that she is bound to purchase his business as per such Heads of Agreement.
Applying the case Allen v Carbone 1975,3 in this scenario, the language of the Heads of
Agreement has intended to create a contract for the sale of the business of Jeff. There is a
provision in this Heads of agreement that the solicitor prepared an agreement for the further
contract. Therefore, there is a precise language of making a contract to buy such a business.
Applying Michael Lahodiuk v Vincent Pace and Prid Pty Ltd. 2013,4 in this scenario,
there is no confidentiality in that Heads of Agreement. Therefore, Tina can avoid such contract
by such a statement.
Conclusion
Therefore, it can be concluded in this scenario, as there is no confidentiality in that Heads
of Agreement, then Tina can avoid such contract.
Part B
The issue arises whether Tina will be binding or not if there is a term regarding suitable
finance, which is obtained by Tina. In this scenario, there is confidentiality for the financial
condition of Tina. In the case of Michael Lahodiuk v Vincent Pace and Prid Pty Ltd. 2013,5 it
has already decided that if there is confidentiality in any Heads of Agreement then those Heads
3 Allen v Carbone [1975] HCA 14
4 Michael Lahodiuk v Vincent Pace and Prid Pty Ltd [2013] NSWSC 512
5 Michael Lahodiuk v Vincent Pace and Prid Pty Ltd [2013] NSWSC 512

BUSINESS AND CORPORATE LAW3
will be binding to the parties to that agreement. Therefore, it can be concluded in this context
that There such Heads of Agreement will be binding as that agreement is confidential.
Question 2
Part A
Issue
The issue involved in this scenario, whether Dess can able to go for any legal proceeding
under the Australian Competition and Consumer Commission, and Australian Consumer Law
against the company.
Rules
Rules relating to the general protection of the consumers under the Australian Consumer
Law will apply here to decide whether any person can able to sue a company for some specific
reasons. Chapter 2 of the Competition and Consumer Act 2010,6 which is the Australian
Consumer Law, has dealt with the general protection of the consumers. Section 18 of the Act7
describes the misleading or unreliable conduct of the seller, which is punishable wrongdoing of
that person. The court of law will punish the seller of any product if he has made deceptive and
misleading conduct with any consumer. Section 23 of this Act8 has dealt with the unfair terms of
a contract. The contract with the consumer will be null and void if there is any unfair term of that
contract.
6 Competition and Consumer Act 2010
7 Competition and Consumer Act 2010 s 18
8 Competition and Consumer Act 2010 s 23