This presentation discusses the issues and rules related to contract and corporation law, including liability of companies for employee actions and assumptions in dealings with companies.
Contribute Materials
Your contribution can guide someone’s learning journey. Share your
documents today.
Business and Corporations Law Contract and Partnership
Secure Best Marks with AI Grader
Need help grading? Try our AI Grader for instant feedback on your assignments.
Contract Law Issue •Whether Swimmingpool Co is liable for Martin's actions. •Whether the company can claim they are not liable for Martin because he has not followed instructions. •Whether Martin is liable to his employer for any of his actions. •Whether Martin has breached any law if he is planning to set up his business.
Contract Law Rule •Agency depicts an arrangement under which a person is delegated by another person to represent him in dealings with a third person. •An agent who has been acting in furtherance of and under the scope of the authority that has been extended to him by virtue of the agency will bind the principal liable for such acts or transaction of the agent to that effect. •Any wrongful acts that has been committed by the agent in that furtherance will also be treated to be the liability of the principal. However, such act needs to be committed within the scope of his authority under the agency of relationship. •The principal, in certain cases may avoid liability of the acts committed by the agent. However, for making such avoidance of liability, the principal must establish that the act of the agent has been committed in excess of the authority that has been extended to him under the contract of agency.
Contract Law Rule •The agent owes a fiduciary duty towards the principal and is required to act ensuring the best interest of the principal. •The performance of the task delegated upon the agent needs to be carried out in accordance with the directions of the principal and the agent will incur personal liability for the such, acts which has been performed by him in contravention of the instructions provided by the principal. •In the case of Regal (Hastings) Ltd v Gulliver [1942] UKHL 1, it has been held by the court that the agent is restricted from making any personal profit from the transactions on behalf of the principal unless he has been authorised to do so. •The agent is under an obligation to refrain from establishing a competing business with that of the firm.
Paraphrase This Document
Need a fresh take? Get an instant paraphrase of this document with our AI Paraphraser
Contract Law Application •There is an agency relationship as between the company and Martin as he is an employee of the company. . •These Acts has been done in the furtherance of his employment hence the company can be held vicariously liable. •However, the company can deny liability by stating that the actions of Martin was in excess of the authority that has been conferred upon him. •But the complaints that has been brought with respect to the job that he has been assigned. •This will not exempt from the company from vicarious liability. •Martin has not deposited the profits collected to the company’s bank account. This can be treated to be disobedience of instructions provided by the principal and will exempt the company form liability.
Contract Law Conclusion •Swimmingpool Co is liable for Martin's actions. •The company can claim they are not liable for Martin because he has not followed instructions. •Martin is liable to his employer for any of his actions. •Martin has breached non compete law if he is planning to set up his business.
Corporation Law Issue •Whether the Carvers Pty Ltd is conferred with the entitlement to make any assumptions and what will be the assumptions that they are required to make. •Whether Linen Ltd. can hold Master Plate liable for the purpose of supplying tablecloths.
Secure Best Marks with AI Grader
Need help grading? Try our AI Grader for instant feedback on your assignments.
Corporation Law Rule •The contracts that has been instituted by the company before it has been incorporated will be binding upon the company by virtue of section 131 subsection 1 of the Act. •The company after the incorporation has been effected needs to ratify the same within the time mentioned by the parties or the time, which would appear to be reasonable in that given circumstances. •However, in case a company fails to effect such a ratification, the contract will be rendered invalid and the company making the contract will be held liable to appropriate the damages that has been caused to the aggrieved party under section 131 subsections 2 of the Act. •The extent of damages, which will be available to the aggrieved, in case the company fails to ratify will depend upon the discretion of the court under section 131 subsection 3. •The court in deciding the same will extend due consideration to the amount the company was supposed to pay under the contract if the same has been ratified or any amount which would have accrued to be paid in case of non-performance. Section 131 subsection 4 of the Act also holds the company liable for failure to perform the contract after ratification.
Corporation Law Rule •Section 127 of the Act requires any execution of a documents by the company to be signed by any two of the directors or by a director and a company secretary and the sole director in case of sole trading company. •The fixation of the seal of would be irrelevant in that context. •The assumptions that a person in dealings with the company can make under section 128, has been listed in section 129 of the Act. •This section empowers a person to assume that a company has been acting in conformity of the regulations, bye-laws and the articles of association of the company. •Under the doctrine of indoor management, the outsiders does not have the entitlement to question the internal management of the company.
Corporation Law Application •A contract has been entered into by Master Plate Pty Ltd, a company proposed to be incorporated, with Irish Linen Ltd for the supply of tablecloths. The contract has been effected by Adam and Poh on behalf of the company. •It can be treated to be a contract, which would require ratification after the incorporation of the company under section 131 subsection 1 of the Act to become legally binding upon the company. •The Irish Linen Ltd. has performed their part of the contract and made the supply of the tablecloths in that furtherance. •This would require the company to either proceed with the contract and perform their portion of the contract or to pay the damages with respect to the contract. •The affixation of the seal would confer Carvers Pty Ltd with the right to make certain assumptions. This would imply that the company has made all the compliances with respect to the rules of indoor management. It will be assumed that Master Plate Pty Ltd has established certain rules internally for the management of the affairs of the company. •The Carvers Pty Ltd has the right to assume that the company has been complied with certain rules with respect to the internal management either under a constitution or under the Act.
Paraphrase This Document
Need a fresh take? Get an instant paraphrase of this document with our AI Paraphraser
Corporation Law Conclusion •Carvers Pty Ltd has the right to assume that the company has been complied with certain rules with respect to the internal management either under a constitution or under the Act. •Linen Ltd. can hold Master Plate liable for the purpose of supplying tablecloths.