Corporate Law: Syd and Mel Partnership, Biala Pty Ltd v Mallina Holdings Ltd (No 2), Winding Up of Companies

CORPORATE LAW

Table of Contents
INTRODUCTION...........................................................................................................................3
Part A...............................................................................................................................................3
Whether Mel Pty Ltd and Syd Pty Ltd are a partnership.............................................................3
If they are a partnership, who is liable for paying the $150,000 repair bill.................................5
Part B...............................................................................................................................................5
The case of Biala Pty Ltd v Mallina Holdings Ltd (No 2)..........................................................5
Part C...............................................................................................................................................7
Circumstances in which Court consider winding up a company under Corporations Act s 461 7
CONCLUSION................................................................................................................................8
REFERENCES..............................................................................................................................10

INTRODUCTION
Corporate law is one of the bodies of the law that govern the rights, relations, conduct of
individual, companies, organisation and businesses. Mainly this law and body of law are related
to corporate functions and involve all the matters that are related to matters of the corporations.
This essay will discuss about corporate law in different aspects of the law in which one case of
Syd and Mel will be discussed in relation with their business that they did jointly. Second part of
the essay will discuss about Biala Pty Ltd v Mallina Holdings Ltd (No 2) case and this will be
followed by discussion over circumstances which cause winding up of the company under
Corporations Act 461.
Part A
Case
This case involves Syd and Mel, they decide to pool their resources to buy high powered
drones sensing an opportunity for profit in self-isolation rules. Their business idea called Drone
Drop became a instant success because helped in delivering groceries and medicines to
quarantined residents by air. However Syd and Mel were already single director and shareholders
of Syd Pty Ltd and Mel Pty Ltd respectively. In relation with Drone Drop Syd and Mel agreed to
operate it as joint venture instead of partnership. They also entered into a contract of joint
venture and decided to keep their finances separate from each other at all times. Expect from
these two factors all other activities of Drone Drop was carried out by Syd and Mel together. The
business was success but an accident affected success of the business in which Syd’s drone and
police vehicle has an accident and incurred $150000 repair bill and ban from further operation.
However in this situation Mel believes that her company should not have share in the repair bill.
Whether Mel Pty Ltd and Syd Pty Ltd are a partnership
ISSUE: The issue here is whether Mel Pty Ltd and Syd Pty would legally be classified as a
partnership.
RULE: A partnership exists when (1) people carry on business (2) in common (3) with view to
make profit