Contract and Corporation Law

This presentation discusses the issues, rules, and applications of contract and corporation law. It covers topics such as partnership formation, liability, and dissolution. It also explores the relationship between principals and agents, including vicarious liability and breach of fiduciary duties. The presentation provides a comprehensive overview of the subject matter.

Contract and Corporation Law

Part A

Issue
 The issues are:
 whether there is a partnership between Lucy, Seamus and Koo.
 whether Lucy and Koo needs to contribute to buy the ride-on mower.
 whether there is a breach of duty on Lucy’s part for she carried out her
personal work during the weekend.
 whether FastCut could identify Lucy, Seamus and Koo as partners to
sue them.
 whether the partnership business shall be affected by Seamus’s death.
 how would Lucy and Koo determine the partnership property and how
the loss could be determined by the property of the partnership.

Rule
 Partnership form of business include at least two people who
share a common goal of profit making.
 the partners are bound to each other.
 Each and every partner shall be bound by the agreement or
contract that one partners enters into, on behalf of the firm.
 partners to disclose any personal benefits that they incur from
any business transaction of the partnership firm

Rule (Contd)
 The partners are restricted to carry out any form of competitive
business challenging the business of the partnership
 The death of a partner dissolves the partnership business
 The properties of a partnership firm held in its name is the joint
property of the firm and shall be shared by all the partners

Application
 sharing of responsibilities with a common goal of making profit
proves that they had a partnership among themselves as per the
Partnership Act 1963.
 contract formed by Seamus shall be applicable to all the other
partners for it was entered for the purpose of the business.
 LuSeKo could be traced by the help of the Registrar of
Partnership firms, for recovering the price of the ride-on-mower
that Seamus bought from it on behalf of the firm

Application (contd)
 Lucy could be held guilty for carrying out a personal business on
LuSeKo’s name which contravene’s the provision of the
Partnership Act.
 LuSeKo may be dissolved on Seamus’s death unless the
partnership deed have a clause contrary to it

Conclusion
 Therefore, to conclude
 There is a partnership between Lucy, Seamus and Koo.
 Lucy and Koo needs to contribute to buy the ride-on mower.
 There is a breach of duty on Lucy’s part for she carried out her
personal work during the weekend.
 FastCut could identify Lucy, Seamus and Koo as partners to sue them.
 The partnership business shall be affected by Seamus’s death and it
shall be dissolved.
 Lucy and Koo shall be held responsible for compensating the losses of
LuSeKo and the remaining partnership property shall be divided
between them.

Part B

Issue
 The issue is:
 whether Swimmingpool Co is liable for the actions of Martin.
 whether Swimmingpool Co could evade liability of the actions of
Martin.
 whether Martin shall be made liable by Swimmingpool co.
 whether Martin is in breach with Swimmingpool Co for planning
to start a competitive business.

Rule
 In the law of agency, the principal authorises his agents to carry out business
operations on his behalf.
 In case the action of the agent affects the business of the other party, in that
case the company shall be liable to compensate the aggrieved party who has
sustained a loss because of such action of the agent of the principal.
 The express rights that the principal vests upon the agent, the principal shall
not be able to evade the consequence
 Under common law of tort, the principal shall be held liable by the principal of
Vicarious Liability for the actions of the agent.

Rule (contd)
 the agent is also vested with certain fiduciary duties by which he
may act outside the duties vested upon him, however, it must be
in good faith.
 an agent shall be held liable by the principal for contravening the
express duties vested upon him by the principal.
 An agent shall not incur any personal gain in the course of
employment, from the clients of his principal, unless he has been
given the authority to do so
 An agent is barred from carrying out any business which is in
direct competition with the business of his principal

Application
 Expressed rights and obligation clearly states that there was a
relationship of a principal and agent between Swimmingpool Co
Pty Ltd and Martin.
 Swimmingpool Co as the employer of Martin shall be vicariously
liable for the act of Martin, given the fact that they were carried
out in the course of employment.
 Martin could be sued by the Swimmingpool Co for holding the
fund of the company.
 Martin shall also be liable for starting a competitive business
challenging the business of Swimmingpool Co

Conclusion
 Therefore, to conclude:
 Swimmingpool Co is liable for the actions of Martin.
 Swimmingpool Co cannot evade liability of the actions of Martin.
 Martin could be made liable by Swimmingpool co for his actions.
 Martin is in breach with Swimmingpool Co for planning to start a
competitive business

References
 Burrows, A. (Ed.). (2015). Principles of English Commercial Law. Oxford
University Press, USA.
 Caltex Oil (Australia) Pty Ltd v The Dredge Willemstad (1976) 136 CLR 529
 Chamallas, M. (2014). Two Very Different Stories: Vicarious Liability Under Tort
and Title VII Law. Ohio St. LJ, 75, 1315.
 De Vries, P., & Yehoue, E. B. (Eds.). (2013). The Routledge companion to
public-private partnerships. Routledge.
 Deatons Pty Ltd v Flew [1949] HCA 60
 Moore and Kettle v Woolsey and Knill (1854) 4 E & B 243
 Shaddock and Associates Pty Ltd v Parramatta City Council (No 1). [1981]
HCA 59

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