Corporation Law Case Analysis

This document provides a case analysis of different scenarios in corporation law, discussing the issues, rules, arguments, and conclusions. It covers topics such as oral agreements, unconscionable conduct, and international sales contracts.

Corporation Law
Case Analysis
4/27/2019
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Scenario 1
Issue: In the above scenario, Mr. Twaddle purchased Speedway Machine relying on the wording of the
sales representative of PipPop but the machinery did not turned out to be according to his expectations.
Rule: The court takes in to consideration only the written agreement. But, where there is oral
agreement between the parties than the injured party needs to give evidence that the aggrieved party
relied totally on the other party and purchased the machinery.
Arguments: In the above case, the buyer relied on the terms of the sales representative. The leading
case here would be, Ross v Allis-Chalmers Australia Pty Ltd(1980) 32 ALR 561 whereas the harvester
was selected by PLF relying on the opinion given by the sales representative that the harvester could
harvest 90 acres of land per day but later on it could not harvest 90 acres land a day( Finch, 2018). It was
held in the above case that the statement given by the sales representative was merely a statement of
opinion that was just based on his experience and it was not intended to be promissory.
In the above scenario, the agreement was not an express agreement it was just an oral agreement. If
the aggrieved party proves or gives evidence that he relied on the sales representative and purchased
the machinery than he can get the compensation. The leading case here was Oscar Chess Ltd v Williams
(1957) 1 WLR 370.
Conclusion: So from the above discussion, it can be concluded that there was no written contract
between Mr. Twaddle and the sales representative of PipPop(Benny, Sargeant and Jefferson, 2012). The
sales representative just gave his opinion according to his experience hence this was not promissory.
Therefore, if Mr. Twaddle needs to ask for compensation than the burden of proof is on him and he is
required to prove in the court and give certain evidence that he relied on the opinion given by the sales
representative and purchased the machinery due to which he suffered loss. So, it will be on court
discretion to hold the sales representative liable for the breach of verbal statement
Scenario 2-
Student Id: 2

Issue- In the above scenario Mr. Twaddle has been forced to pay money for renewing the lease of sushi
bar premise even when former lease has option to renew the lease about which Mr. Twaddle was
known but failed to practice extension of lease.
Rule- As Unconscionable conduct doesn’t have any definition at governmental level, so it depends on
the member of the judiciary to determine if there is any compliance in an efficient manner on the basis
of statutory. According of the section 20, of the Australian Consumer Law a person is prohibited from
engaging himself in any kind of conduct that is not conscionable within the meaning of the laws that are
not written from time to time. (Australiancompetitionlaw.org, 2019)
Argument In the above case , the sushi bar owner explains Mr. Twaddle about the extension option but
even after being a prudent tenant Mr. Twaddle ignores formalities regarding extension of lease found
himself with a prospect of substantial loss. Also in ACCC v Samton Holding Pty Ltd & others (2002) case
, Full Federal court dismissed the petition and it was held by the federal court that there was no breach
of Trade Practices Act 1974 by Samton Holdings Pvt Ltd when ACCC failed to exercise an option to
extend the term of lease and forced to pay amount of $70,000 to Samton Holdings for assignment of
lease for next seven years. Here all the consent lies in judicial officer following section 20 of Australian
Consumer law (Australiancompetitionlaw.org, 2019). Various documents suggests condition for
Unconscionable conduct as follows-
 When a stronger party uses undue influence, coercion or pressure
 If the stronger party is willing to negotiate.
 Action of the parties in good faith.
All the above conditions are being practiced by the landlord here .
Also certain conditions that helps to avoid unconscionable conduct victims includes:
 Every commercial agreements shall be held in writing
 Understand the transactions properly and fully
 Always be ready to, ask why
 Try negotiating the outcomes that are desired by you.
 Don’t indulge yourself in any doubtful deeds
In the above scenario Mr. Twaddle also practiced ignorance towards the formal needs of lease contract
by not extending date even after being known about the option.
Student Id: 3

Conclusion From above discussion we can conclude that both the parties practiced under the influence
of personal interests and in the absence of any legal verdict of such case along with no definition of
such conducts only documented practices can be exercised by presiding judicial officer ( Section 20 of
Australian consumer law). Therefore it would have have been in Mr. Twaddle’s interest to proceed
prudently by practicing the option given in the contract and even after misdeeds he must have not
support Mr. PipPop in his Unconscionable conducts by paying amount to him. So the presiding judicial
officer's discretion will be binding on both parties as both acted for their personal interests that time
(Grabar and Tafara, 2010).
Student Id: 4

Scenario 3 –
Issue- Mr. PipPop from Australia signed a contract with Mr. Twaddle's brother business UltraPrint based
in Singapore for providing him a specially manufactured Printer(50,000 pages per day) without having
yet to design and manufacture such thing that can print even more than 20,000 pages per day (Yan,
2011).
Answer 1- The international convention that will apply under this scenario is Vienna Convention for
International sale of goods. This convention provides various rules that are uniform for the performance
and the formation of the various contracts in regard to the sale of goods in international markets.
Answer 2-As mentioned above that one of the party in contract specifically states that “International
legal convention in relation to sale of goods must be adhered to” and Vienna Convention for the
International sale of Goods has mention of this clause implicitly in Article 4 regarding choice of law
(Majumdar, 2013). Which allows contracting parties to select the laws of one of the parties' home
jurisdictions as the governing law of their contract otherwise convention jurisdiction will be applicable to
the contract.
Answer 3- It will be not on PipPop discretion to exclude the application of the convention after signing a
written contract in which it is specifically mentioned by UltraPrint to bide by International convention.
However it is mentioned in Article 31(b) that if at the time of contract conclusion, it is mentioned that
the product were to manufacture or produce at a particular place, then that place will be use to place
the good at buyer's disposal. In other cases PipPop and use place of business at the time of conclusion
of contract in placing the goods at buyer's disposal.
Answer 4- As per Article 33 of Vienna convention it is clearly mentioned in clause (c) that if contract
doesn't (Berger, 2019) fix any date for delivery of the product/goods(as given in question) then it is up
to PipPop to deliver the goods on the time that it thinks to be reasonable after the contract is
concluded.(Winship, 2018).
Student Id: 5

Bibliography
Australiancompetitionlaw.org. (2019). Australian Competition Law | ACL | s 20. [online] Available at:
https://australiancompetitionlaw.org/legislation/provisions/acl20.html [Accessed 27 Apr. 2019].
Australiancompetitionlaw.org. (2019). Australian Competition Law | ACL | s 20. [online] Available at:
https://australiancompetitionlaw.org/legislation/provisions/acl20.html [Accessed 27 Apr. 2019]. Benny, R.,
Berger, K. (2019). Vienna Convention on the Law of Treaties of 1969 | Trans-Lex.org. [online] Trans-
lex.org. Available at: https://www.trans-lex.org/500600/_/vienna-convention-on-the-law-of-treaties-of-
1969/ [Accessed 27 Apr. 2019]. Sargeant, M. and Jefferson, M. (2012). Q & A Revision Guide. Oxford:
Oxford University Press.
Finch, E. (2018). Law Express: Contract Law. 6th ed. London: Pearsons Publications.
Grabar, N. and Tafara, E. (2010). Global capital markets & the U.S. securities laws, 2010. New York, NY:
Practising Law Institute.
Majumdar, A. (2013). Uniform Commercial Code v. The Vienna Convention on the International Sale of
Goods - A Comparative Analysis. SSRN Electronic Journal.
Winship, P. (2018). Exemptions under article 79 of the Vienna Sales Convention. Rabels Zeitschrift für
ausländisches und internationales Privatrecht, 68(3), p.495.
Yan, M. (2011). Remedies Under the Convention on Contracts For The International Sale of Goods and
the United Kingdom's Sale of Goods Act: A Comparative Examination. SSRN Electronic Journal.
Student Id: 6