Business and Corporate Law: A Comprehensive Analysis

Desklib provides solved assignments and past papers to help students succeed.

Business and Corporate law

Contents
Business and Corporate law.............................................................................................................1
Introduction......................................................................................................................................3
Part A: Contract Law.......................................................................................................................4
a)..................................................................................................................................................4
b)..................................................................................................................................................6
c)..................................................................................................................................................7
d)..................................................................................................................................................8
References........................................................................................................................................9
Part B: Corporation law.................................................................................................................10
References......................................................................................................................................13

Introduction
The business organisation and various companies which are operating their business in the
country has to identify various types of legal obligations which affects the operations of the
organisation as a whole. The legal structure of the country has helped in identifying various legal
provision which relates to the operation of the business entities. Some of them are defined as the
Contract law and others are defined as the corporation law which helps them to function as per
the requirements (Cheng, Smyth and Guo, 2015). This report contains the understanding of
various legislation and the cases which relate to the functioning of an enterprise with regards to
the corporate and the contract law. The part A of the report contains the analysis of the contract
law and while on the other hand, the second part of the report contains an analysis of corporate
law.

Part A: Contract Law
a)
Issue
The Australian Hairline is run by a person named Ming who has advertised in the newspaper to
give the discount for the services that he is giving in the saloon. He gave the advertisement in the
newspaper where the customers would be given services at $10. Hence this is seen that as a
result of this offer around forty people gathered in the store so as to avail the service of
discounted haircut (Douglas, 2017). So the issue that came in front is that whether the customers
who have accepted the offer has the capacity to make it legally binding on the saloon owner.
Rule
As per the Australian contract law, it has been seen that for making a valid contract certain terms
and conditions are required to be fulfilled by the parties to the contract. Hence certain
requirements which are considered for this are:
 Offer: For the making of the offer it should be done by one party to the contract to the
other party. This is seen that the person making the offer is considered to be the offeror
and the person who accepts the offer is known as the offeree.
 Acceptance: It is done by the person who accepts the offer. The acceptance of the offer is
sent to the offeror.
 Consideration: It is considered as the term of the contract that has to be transferred by the
person in the contract. Here something in return must be given to the parties to the
contract. This is seen that the consideration may be a monetary form or in kind. Also for
the formation of the contract, it must have a valid consideration.
 The capacity of parties: It is considered as capacity of the party to the contract to enter
into the contract and make it a valid contract. The person who is entering into the contract
must be legally capable. Hence the party must not be minor or insolvent. They are not
allowed to enter into the contract for the purpose.
Hence this is seen that if all the condition of the contract is fulfilled then this would make the
contract valid.
Application

In the current case, this is seen that the offer for the contract was made in the newspaper by the
owner of the saloon. The offer that he has presented in the newspaper is considered to be the
open offer hence accepted by 40 customers. The consideration for the offer was decided to be
$10 which was easily accepted by the customers. Also, the intention of entering into the contract
was present between both the parties hence this can be said that all the condition for the offer
was complete and the offer is considered to be lawful and enforceable by law. As this was seen
the case of carbolic smoke ball company [1892] advertisement is considered to be valid offer
hence due to which the offer is considered to be a valid offer.
Conclusion
Hence this is seen that the conduct of the forty customers are considered to be lawful and is
considered to be enforceable by law. So the agreement that has taken between the parties are
considered to be valid and both the parties are bound by the terms of the contract.

b)
Issue
The issue here is whether the clients are capable of enforcing the contract. As this is seen that
around ten customers have reached the saloon without the agreement and intend to avail the
offer.
Rule
Australian contract law states that the supply of the conditional offer is considered to be an offer
where the distinct terms and condition that are related to it are fulfilled by the parties. If the
terms of the contract are not met then the offer cannot be deemed as certain.
Application
It is seen that in the given case the owner of the saloon offered to provide the customers with a
discounted price on availing the service of the haircut. This is seen that the commercial stated
that the offer can be availed by any person with the condition that the person who has accepted
the offer has to bring the advertisement with him for making it a valid offer (Giancaspro, 2017).
Hence this became the condition for making the offer binding on Ming. Hence this is seen that
the conditional offer cannot be enforced until the condition of the offer has not been fulfilled by
the offeror or the offeree.
Conclusion
Hence from the above case, this is seen that the customers cannot enforce the contract as the
contract has not been fulfilled due to the condition that was prevailing in the contract didn’t
fulfil.

c)
Issue
The issue that is considered here is whether the owner of the saloon has the right to not to
perform the contract on the basis that the consideration is insufficient as this is seen that
normally the haircut cost $60. Hence the offer cannot be performed due to the insufficient
consideration.
Rule
This is seen from the Australian contract act that the consideration for the contract is considered
to be enough whether it is adequate or not does matter. So due to this, it is seen that the
consideration need to have a valid value. This is not a situation of a breach where the
consideration is good enough to meet the terms and the conditions of the contract that has been
entered into between the parties. The law makes it binding when the contract complies with the
exchange of the consideration which is considered to be valid.
Application
As this is seen that the offer is made by Ming at a low rate and has been accepted by the other
parties. Hence this is said that the consideration is being fulfilled as Ming himself has made the
offer for the price.
Conclusion
This is seen from the above case that Ming has no right to claim that the consideration that is
provided by the offeree is inadequate as this was accepted by the offeror and has been made by
himself for which the offeree accepted and make it a valid consideration. Hence the $10
consideration is considered to be enforceable by law.

d)
Issue
This is seen that Ming has made an advertisement on the door of the saloon that the offer that
was advertised deemed to be finished. Hence from this act Ming analysis that the offer is deemed
to be finished and he has no legal obligation for the fulfilment of the contract. Hence the issue
here is whether the offer is valid or not.
Rule
It is seen from the Australian contract ac that the offer for the contract remains open until the
next expiry date of the contract is published. This is seen that if no time is given for the
revocation of the offer and it is not withdrawn at a specific date then the offer deems to continue.
This is seen that the offer is said to be revoked if it is done verbally or through the conduct of the
party to the offer where both the parties accept to revoke the offer that is made (Lazar, 2018). It
is seen that if the offer is made to the general public through the open offer then it can only be
revoked through the notice of revocation.
Application
This is seen that the offer is made by Ming through the commercial in the newspaper to the
general public and it can only be revoked by publishing another advertisement which states that
the offer is deemed to be revoked. Mere applying the advertisement on the door of the saloon
does not withdraw the contract offer that is made by him. Hence this is not considered as the way
through which the offer can be revoked.
Conclusion
It is concluded from the above statement that the offer cannot be revoked as this is still valid by
the conduct of the offeror also this is seen that offeror has not put an advertisement for the
revocation of the offer.

References
 Cheng, Z., Smyth, R. and Guo, F., 2015. The impact of China’s new Labour Contract
Law on socioeconomic outcomes for migrant and urban workers. human relations, 68(3),
pp.329-352.
 Douglas, M., 2017. Anti-suit injunctions in Australia. Melb. UL Rev., 41, p.66.
 Giancaspro, M., 2017. Is a ‘smart contract’really a smart idea? Insights from a legal
perspective. Computer law & security review, 33(6), pp.825-835.
 Lazar, A., 2018. Home-Sharing in South Australia: Protecting the Rights of Hosts,
Guests, and Neighbours. UniSA Student Law Review, 3.

Part B: Corporation law
1. Issue
The issue in front of directors is that whether the proposed company should be registered as a
large company or a small company?
Rule
As per the rules that are provided by the Australian securities and investment commission the
companies which has an annual revenue of less than $25Mn are considered to be the small
company.
Applicability
This is seen that the Australian securities and the investment commission has provided the list of
the requirements which has to be followed by the company to get themselves registered. This
helps in categorising the companies in terms of the annual revenue and according to the listed
category the companies are registered. The ASIC provides the provision where the company
which is having the annual revenue pf the less than $25 should be registered and listed under the
small companies. Also the companies which are having the assets less than $12.5Mn must be
registered as a small companies. The commission also specified that where the company has
employee less than 50 at the end of the financial must be listed under the small companies in
Australia.
Hence the coffee making the company should be registered under the private company and with
the small company as the constitution. Also the company would operate through the family
members and has an aim of getting the annual income of less than $25Mn. Hence it should be
registered as a small private company.
Conclusion
This is seen that the company must comply with the requirement that are specified by the ASIC.
The company gets its name registered under the prescribed form which helps in fulfilling the
requirements.

2. Issue
Will there be change in the categories of the company structure from its first to the fifth financial
year.
Rule
As per the corporation act 2001 this is seen that there are various categories described for the
small company. Which if not followed then will lead to change in the structure of the company.
These includes the following,
Number of Employees Less than 50
Gross Revenue Less than $25million
Gross Assets Less than $12.5 million
Hence as per section 45A (3) of the act this is seen that if any of the limit is crossed by the
company then it shall fall out of the condition of the small company and shall has to get itself
registered into the large proprietary company.
Applicability
As this is seen that the financial position of the company is as follows:
Gross assets are - $5Mn
Gross revenue are – $10Mn
No. of Employees – 20
Hence as per this the provisions of the section 45A (2) applies and it is seen that the company
shall remain in the list of small company.
While as per the five year plan this is seen that the financial position of the company is as
follows:
Gross assets - $13Mn
Gross revenue - $26Mn
No. of employees – 66
Hence the number has increased due to which the company now falls out of the category of the
section 45A (2) and now has to be registered as large company.
Conclusion
This is seen that the company would remain in the category of the small proprietor till the end of
the financial year. While the five year plan of the company states that the company would enter
into the category of large companies.

3. Issue
The issue that has been discovered here is that whether the company can be registered with the
name of “Anzac coffee”, under the ASIC.
Rule
According to the federal registration act 2019, this is seen that the words that are chosen for the
formation of the company must not be identical to the name of any other company which is
already registered under its name. Also the rule specifies that every company registered as a
company must use the term proprietary or limited after the name of the company. Also the
company must acquire Australian company number after getting registered with ASIC.
Applicability
This is seen that the name that the company wishes to use is “ANZAC” which is restricted to use
as per the corporation act. Hence for registering under this name the company must obtain the
permission of ministry of Veteran Affairs.
Conclusion
It is seen that the name under which the company wants to get itself registered is restricted.
Hence the company cannot get itself registered under this name.