Business and Corporate Law

This document provides an introduction to business and corporate laws, discusses the concept of law and justice, analyzes case scenarios related to contract law and transfer of property, explains the parol evidence rule and its exceptions, and explores the concept of frustration in contracts. It also offers study material, solved assignments, and essays on Business and Corporate Law.

Business and Corporate Law

INTRODUCTION
Business and corporate laws are the laws that has been helping in making establishment of business
organization possible as per the frame formed in an country. Law has been formed over guidelines and rules
that makes goals and objectives to be accomplished in an organization. These laws are known as corporate laws
as they deal with all kind of corporate issues existing in an organization. Business law has provided over the
framework which makes organization to be protected over legal issues. Scope is wider as they deal with
establishment of business organization and nature is dynamic because of rules and guidelines mentioned under
it. This file is based on contract law, transfer of property and parole evidence. Further in this file questions has
bee given that is required to be answered as per the laws given in them.
MAIN BODY
Question 1
Discuss ‘law’ and ‘justice’ one and the same thing?
Law is considered to be that kind of rules and regulations that has been dealing with various crimes that
has been taking place within an society. These laws are the prescribed guidelines which makes discipline and
order by neutralizing condition of crime within the society. These laws are helpful for creating discipline and
order in society. Laws has been there to provide consistency over dealing with both criminal and civil wrongs
that existing in a country. Judiciary is one of the most important element that has been existing within society
and is also important part of an organization. It is one of the major part of legal system as it has duty for making
interpretation of laws. Various courts exists within judiciary that holds jurisdiction over cases of various kinds.
In which the highest court of appeal is The Supreme Court as it deals with cases transferred from high court.
Then comes High Court which has three divisions which deals with criminal, civil and family related issues.
Also High court consists of power to guide lower courts over the pattern used in particular proceeding by them.
Further lower courts are there which holds jurisdiction within the city and are known as court of first instance.
Tribunal's and juvenile courts which are formed for a special purpose . (Kraakman, 2017).
The above discussion shows that law and justice are two parts of same system and are interrelated with
each other. Both elements are helping in making society a better place to live by eliminating unwanted elements
existing in society to disturb peace existing within it.

Question 2
Case scenario: In the following case Pedro went for a jog in morning while jogging he noticed a sign board
over a boats wind-shield. On which it is written that boat is for sale $9,000 and number was given to leave
message on it. He called on the number and left voice message on it that says “ he is happy in buying the boat
for $7,000 and gave his number to contact. Anders call Pedro back and left another voice message which says
that he can sell the boat for $8,000. On same day another buyer sees the boat and makes $9,000 cash offer to
Andres. Pedro sees that next morning the boat is not there. He then listens to the voice message for first time
and calls Andres and tell that offer is being accepted by him. Pedro now thinks that offer and contract has been
formed between him and Andres in verbal manner. So, now Andres does not hold any right of selling the boat to
another buyer (Hemel and Lund, 2018).
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 has been formed between parties and has been enforced in legal manner over the law.
Such laws are important from point of view that it has been helping in making an agreement to be formed as a
contract. In this law strong relation are build between the parties that has come into contract. An contract can be
oral and written. An agreement can be a contract but an contract cannot be agreement. There are various
elements that has been existing within a contract that makes it valid contract and these elements are offer,
acceptance, consideration and legality. If any of the elements are absent in the contract then it is never going to
be formed. Various elements that has been required for making a contract valid has been explained as follows:
 Offer: It is considered to be one of the basics step of contract in which an idea is presented by the party
willing to make a contract.
 Acceptance: This is that kind of element offer that has been made by party has to be accepted by
another party.
 Consideration: All the rules and regulations that has been formed under the contract is being discussed
by the parties and consideration is taken form both of them.
 Legality: In this it is checked that an contract formed is over legal aspect and no contract is formed on
any kind of illegal activities in an organization.
From the above scenario it can be observed that contract has not taken place between Pedro and Anders.
As the voice message was heard after the boat has been sold ton another party. This shows that basic element of
contract is missing that is acceptance that has not been made by party. So, in this case invitation to treat and

counter contract exists which are not considered to be a valid contract. Hence it has been proved that not
contract existed between party.
Question 3
Case Scenario:
Samuel had a two children Lee and Keeton who are girl and boy respectively. Samuel is now 90 years old and
feeling sick, after visiting doctor, the doctor told him that she could survive for year. Samuel transferred his
beach house to keeton which Lee had past assumptions. Now Lee wants that beach house to be transferred to
her before Samuel dies, and she induced her father to change his document of will. The Samuel had reconsider
will and transferred the beach house to Lee. But before the death of Samuel, he wanted to change the will
further and want to transfer it to ketone.
Samuel wants to set aside the transfer of the beach house to Lee. Advise him of his legal position
At the present point of time the samuel wants to set aside his previous deed to transfer of property by
way of gift . The earlier will was stating that the property will be transferred to lee after his death. Now as the
wish of Lee, Samuel had changed the previous will and transferred the property to keeton, the transfer not
enforceable by law the essential element of the transfer is free consent and no undue influence. The validity of
earlier will, not be enforceable in court of law as the standing of the will is null and void due to the existence of
new contract stating the transfer of property. The contract of transfer of property need to be declare void
through court as it was made under unequal circumstance, influenced by threat induces by Lee. It is acceptable
that last will only be enforceable by law after the declaration of transfer of property be void. The executor of
will should dictate the will at the death of testator and the property will be transferred accordingly. To convey
the property at the death of testator, the document need to contain the list of property which need to transferred
as according to last wish (Harris, Hargovan and Adams, 2018).
The Contract should be declared void with the help of court by making allegation of threat, undue
influence and on the ground lack of understanding the true nature and consequence of the contract. The essential
of free consent is missing this present instance, as Samuel clearly denied the nature of act done by him, with
understanding the consequence of his act. The parties should agree to the situation in the same sense and
according on the same subject matter. Here while transferring the beach to his daughter Lee, Samuel didn't
understood the nature of the conveyance of the property to his daughter due to his physical disability to
understand the consequence of contract. The continuous use of unacceptable practice of inducing the will of
Samuel by giving threat, creating disturbance to the peaceful existence of Samuel the contract need to be
terminated by court of law.

Testator will clearly signifies the property into testamentary will and make it sign by court to make it
enforceable at the death of transferor. A good type of will is descriptive in nature which clearly specify the
successors and property which need to be transferred with the proper measurement. But in general the less
descriptive will also can be enforceable by law as the intention of the testator can be construed with respect to
the principles mentioned in law of succession. The principle such as word of mouth, custom, general knowledge
to the existing person in the society are considered relevant facts in construing the real intention of the testator.
Question 4
a) What is the parol evidence rule, and what is the court’s reasoning in applying the rule?
Rule of parol evidence has been developed as per the Anglo- American Common law. In this it has to be
govern those evidences that gives parties over contractual dispute which introduces specific terms and
conditions that is existing within a contract. Also rule has to be prevented that has been making introduction to
other evidence of contract. They are involved over oral contents in which discussion over earlier negotiations
has taken place in the process of evidence as per the terms of contract. The rule that is being provided is of “
extrinsic evidence in not admissible over the written contract. The term parole has been derived over Anglo-
Norman under which parole means word of mouth or verbal. This was being used in medieval times for making
sure that oral pleadings has been existing within court case. Rule of origin has been explained under adoption of
order of jurisdiction and has been applied as per the contract law that has been existing in those times. For
instance, in the US, a common misconception is that it is a rule of evidence, but that is not the case whereas in
England it is indeed a rule of evidence. Purpose of these evidence is to make sure that party introducing
evidence over oral agreement has to take place before agreement reaches its final stage of formation
(Ghahramani,, 2019).
It is necessary for making presentation that has been helping in understanding case which makes
situations to be existing in better manner. Further evidence of rule has been used for following purpose that has
been explained as follows:
 This has been helping for increasing predictability that has been existing over commercial contract
which encourages parties to draft an contract with clear and fair manner.
 It has been making reduction of litigation which makes conflicts of interest over making term in final
contract.
 It has been proven to be very helpful in marking out intention of parties at the time contract is being
formed.

b) List and explain the exceptions to the parol evidence rule.
Parole evidence is considered to be that kind of rule treating parties over formal documents and being
reflecting true intention. In other sense it means that something has to be discussed before contract that has been
formed and term has been intentionally involved within documents. Exception to the rule has been explained as
follows:
The contract is an oral contract or partly written:
As per the exception various evidences for trade usage and is known as uniform and certain events. Case
law that is related to the situation is Appleby v Pursell in this court it was held by the court that there exists
narrow view over admissibility as per extrinsic evidence that has been taken over the circumstances required to
be resolved with patent, latent and inherent as per the contract (Gehlen, 2019).
Parties may have entered into a collateral contract:
Establishing within an estoppel through rectification, condition over precedent which is based as per
Australian Common Law in implied manner. Case law that is being use to prove relevancy is Corporation v
Woodside Energy Ltd in the case it has been held by High court that different approaches over interpretation of
commercial contract is required to make consideration over commercial contract that has to be used by parties.
Surrounding circumstances has been known for making commercial purpose and objectives to be secured
within the contract and making transaction to be completed. This has been implied over considering
surroundings as per circumstances court has to be used in broader aspect.
Question 5
Case scenario: In this case Termi Fab is steel fabrication which has been making operating in Adelaide and is
being owned Pedram. Business as per last 10 year factory is required to be manufactured. Pedram has been
given a contract of supply of steel frames which has to be used for building commercial shopping centre.
According to contract Pedram has to make supply of frames over shopping centre that has been developed
within 90 days and time period given is 24 months. Supply has been required to be made of first set for 16
months. As the delivery was about to be done of first supply of steel frame. South Australian Government has
acquired the site on which factory has been situated and has order to empty it within four months. Now delivery
cannot be done over supply of steel frame to developer on time.

Pedram seeks advice for whether his contract to supply the steel frame with shopping centre is discharged by
frustration.
As it has been described that various contract laws has been made over the contract that has been
frustrated under the changes existing as per the contract that has been formed as per the circumstances made
between parties. This has been making contracts to be made impossible with deprivation under contract with
commercial form. An contract that has been found over each party which makes formation of obligation and sue
breach of contract. An contract can be discharged which makes existing changes rendering contract that exists
for commercial purpose. Under this each party is discharged from future obligation within contract and a party
may sue for breach. As per the allocation of loss that has been explained under Frustration contract Act 1943.
Various cases related to this has been explained as follows:
Taylor v Caldwell in the case Taylor hired a music hall over Surrey which makes purpose to be hold.
Taylor has spend lot of money and expenses for the purpose of organizing an concert. Just a week before first
concert has been due for taking place in music hall which destroyed because of accidental fire. For this only
action of breach of contract has been brought through claim and action over breaches. In this court claim that
action of breach in an contract that has been filed is not acceptable because frustration of contract took place
over performing contract (Dinovitzer and Garth, 2020).
Nicholl and Knight v Ashton and Eldrige & co In this case parties makes agreement over cotton seeds
which were to be shipped form Egypt to England. As per contract ship has specified to do so. Name of ship was
Orlando on its way ship become damaged and repair has to be done because of performance. Under it court held
that by naming ship and delivering cargo cannot be delivered in the time period specified (Bukspan and Yadin,
2018).
All the case that has been explained above is applied over case scenario results shop has been acquired
because tunnel has to be formed in the coming years and shop is in way of tunnel. This means only breach has
taken place within a contract.
Question 6
When is it appropriate to bring a statutory derivative action (s 236)?
In this section members has been permitted by an officer that brings proceeding on behalf of company.
Under intervention of proceedings in which an organization has been helping for taking responsibility in the
proceeding to be conducted on behalf of organization. These action are brought into action when breach or any
fraud takes place within an organization by committee of members in a organization(Acharya, 2020).

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 has been use for dealing with various entities which exists in both federal and interstate
level.Under this there are certain rights that is being posed by members of corporation and they are as follows:
 Right to prevent irregular forfeiture of share (Sheehy and Damayanti, 2019).
 Right to impugn as resolution of general meeting if its is not appropriate for an organization is
sufficiently informative.
 Right to have reasonable opportunity over expressing views about particular regulation in an company.
 Right to conduct a meeting for amending and proposing resolution with meeting
 Right to transfer of shares
 Right of member to have obligation over a company increased without consent.
 Right to vote and record vote.
 Right to have constitution observed relation payment of dividends.
 Right to side aside allotment of shares that has been made for an improper purpose.
CONCLUSION
The above file it can be concluded that business and corporate laws has very important role to play
within an business organization. Further in the file relationship between law and judiciary has bee made by
showing interrelation within them. Contract law has been explained with its elements. Further frustration of

contract has been explained with case law relevant to it. And parole evidences has been covered. In the end
rights of member under Corporation Act has been explained.

REFRENCES
Books and Journals

REFRENCES
Books and Journals
Acharya, S., 2020. Insolvency Issue in Corporate Law: A Reference of Nepal. Available at SSRN.
Bukspan, E. and Yadin, E., 2018. Marrying Corporate Law and Family Businesses. Drake L. Rev.. 66. p.549.
Dinovitzer, R. and Garth, B.G., 2020. The New Place of Corporate Law Firms in the Structuring of Elite Legal
Careers. Law & Social Inquiry. 45(2). pp.339-371.
Gehlen, B., 2019. Corporate law and corporate control in West Germany after 1945. Business History. 61(5).
pp.810-832.
Ghahramani, S., 2018. Business Ethics, Contractarianism, and (Optional?) Fiduciary Duties in Corporate
Law. Business Law Review. 39(1).
Harris, J., Hargovan, A. and Adams, M., 2018. Australian corporate law. LexisNexis Buttwerworths.
Heaton, J.B., 2016. The Long Term in Corporate Law. Bus. Law.. 72. p.353.
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.
Orts, E.W., 2017. Corporate Law and Business Theory. Wash. & Lee L. Rev.. 74. p.1089.
Prasad M, D., 2018. Companies Act, 2013: Incorporating Stakeholder Theory Approach into the Indian
Corporate Law. Statute Law Review. 39(3). pp.292-302.
Schillig, M., 2016. Corporate law after Brexit. King's Law Journal. 27(3). pp.431-441
Sheehy, B. and Damayanti, C., 2019. Sustainability and Legislated Corporate Social Responsibility in
Indonesia. Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability (Cambridge
University Press, Forthcoming).
Ubochioma, W., An Examination of the Relevance of the Codification and Application of the American
Business Judgment Rule to Nigerian Corporate Law. Journal of African Law. pp.1-25.