Legal Obligation of Ming and Remedies for Jacinta

This presentation discusses the legal obligation of Ming and whether he is bound to give $10 haircut to forty customers. It also explores the remedies available for Jacinta under the Corporations Act 2001 (Cth) and what actions she can take to secure her rights.

Business and
Corporate
Law

PART A
 The issue is related to the legal obligation of
Ming and whether he is bound to give $10
haircut to forty customers.
 Whether other ten customers can also claim
their haircut and whether the offer has expired
by putting up a sign on the store.
 While forming a contract, difference between
offer and an invitation to treat is important
since a contract cannot be formed through an
invitation to treat.

PART A
 Generally, advertisements are not considered a
valid offer.
 However, an exception was given in the case of
Carlill v Carbolic Smoke Ball Co (1893) 1 QB 256
(Fitzpatrick et al., 2017).
 The element of unilateral contract was
recognised in this case in which the court
provided that an offer can be open for the
world.
 Parties can give their acceptance by complying
with instructions of the advertisement.

PART A
 Another element is consideration which should
be present in the case.
 Nominal consideration is acceptable which
means that it need not to be adequate as
provided in Thomas v Thomas (1842) 2 QB 851.
 There are only two way through which a
unilateral offer can be revoked: the
performance has not started or reasonable time
has elapsed (McKendrick, 2014).

PART A
 In the case of Ming, the advert was a unilateral offer
that can be accepted by customers if they comply
with the instructions.
 Forty customers have complied with the instructions
based on which they can claim $10 haircut.
 Other ten customers cannot claim since they did not
give their valid acceptance.
 Ming is bound to get $60 haircut for $10 because
consideration need not to be adequate.
 The sign cannot terminate the offer; instead, Ming
should issue another advert in which he issued a
deadline for the offer.

PART B
 The issue is what remedies available for Jacinta
under the Corporations Act 2001 (Cth) and what
actions she can take to secure her rights.
 Various provisions are recognised in the
Corporations Act to provide shareholders from
oppressive behaviour.
 These provisions are given under section 232 to
235 of the Corporations Act.

PART B
 Section 232 provides that the court has the power
to intervene in the actions of the company to stop
practices that constitute as oppressive (Fitzpatrick
et al., 2017).
 A definition of ‘oppressive’ is not given in the act;
however, it can be understood through judicial
interpretation which defines it as unfairly
discriminatory or prejudice behaviour.
 The court uses an objective test to determine
whether the circumstances are constitute as
oppressive or not.
 Dissatisfaction of a shareholder cannot be
constitute as an oppressive behaviour.

PART B
 Section 233 (1) provides provisions regarding remedy
available for aggrieved parties such as changes in the
constitution, directing the actions of the company,
regulating its affairs, order to purchase shares or
wind up.
 In Shamsallah Holdings Pty Ltd v CBD Refrigeration
and Airconditioning Services Pty Ltd (2001) 19 ACLC
517 case, it was held that not distributing dividend
even when company is generating profits and
directors receiving high salary constitute as
oppressive behaviour (Wuth, 2014).
 Under section 461 (1), the court can take drastic
measures for oppressive behaviour and order the
wind up of the company.

PART B
 Jacinta can made a claim under section 232 to
take action against the company by claiming for
oppressive behaviour.
 The decision taken by Bill to not distribute
dividend for four years even when the company
was generating profits can be considered as
oppressive.
 The decision of excluding Yvette and Jacinta can
be considered as oppressive based on which
Jacinta can sell her share or made a claim to
wind up the company under section 461 (1).

References
 Carlill v Carbolic Smoke Ball Co (1893) 1 QB 256
 Corporations Act 2001 (Cth)
 Fitzpatrick, J., Symes, C., Velijanovski, A. and Parker, D.
(2017) Business and Corporations Law. 3rd ed.
Chatswood, NSW: LexisNexis Butterworths Australia.
 McKendrick, E. (2014) Contract law: text, cases, and
materials. Oxford: Oxford University Press.
 Shamsallah Holdings Pty Ltd v CBD Refrigeration and
Airconditioning Services Pty Ltd (2001) 19 ACLC 517.
 Thomas v Thomas (1842) 2 QB 851
 Wuth, N. (2014) More Say on Pay-Shareholder Rights and
Remedies in Respect of Excessive Director
Remuneration. Canberra L. Rev., 12, p.30.