Holmes Institute: Business and Corporate Law Case Studies Group Report

This report presents a comprehensive analysis of two case studies, one focusing on contract law and the other on corporation law. The contract law section examines a dispute between an author and publishers, exploring issues of offer, acceptance, consideration, and the enforceability of agreements. It applies relevant legal principles and case law to determine the validity of contracts and potential breaches. The corporation law section analyzes a scenario involving a retail company, Joytronics Pty Ltd, and its directors, focusing on their roles, responsibilities, and potential breaches of the Corporations Act 2001. The report examines directors' duties, particularly those of non-executive directors, and the implications of decisions related to business relocation and financial management. The analysis considers sections of the Corporations Act related to care and diligence and insolvency, providing insights into the legal obligations and potential liabilities of directors and the company.

BUSINESS LAW

Table of Contents
PART 1: CONTRACT LAW ..........................................................................................................3
ISSUE..........................................................................................................................................3
RULES........................................................................................................................................3
APPLICATION:.........................................................................................................................4
CONCLUSION...........................................................................................................................5
REFERENCES................................................................................................................................6
PART 2: CORPORATION LAW....................................................................................................7
ISSUE..........................................................................................................................................7
RULES........................................................................................................................................7
APPLICATION..........................................................................................................................8
CONCLUSION...........................................................................................................................9
REFERENCES..............................................................................................................................10

PART 1: CONTRACT LAW
ISSUE
The case is between the Frederick Forthryrt and the publishers which are ready
to publishing his second book, The Fourth Pretzel. As the issue is determined in
respective of publishing the second book and the satisfaction regarding payment. Firstly
to introduce his first book in market, Forthryrt enters into the contract with the Metro
Publishers regarding publishing his first novel, The Day of the Yokel. But due to not
getting the Better treatment Forthryrt change the mind to publish his second novel with
Metro publishers. Forthryrt met with Boswold which is the chief editor of the Boswold
Books. After agreeing with all the condition which is given by Boswold regarding
publishing his second book, the deal is settled under 40 grand. As it is stated that they
both agree with the terms which is stated by Boswold. On 3rd march, Metro publisher
call Forthryrt regarding publishing the second book and the deal which they offer is
around $50,000.
On 10th march Forthryrt receive a letter from the Boswold regarding enclosing the
standard contract form. As by having the standard contract form resulting in having the
weaker option or terms in respect of entering into contract. As Forthryrt didn't accept the
offer as they are paying 40 grands. Thus, the demand is raised regarding increasing the
paying offer which is increased by 5000. On accepting the contract which is made by
Boswold, Forthryrt met Pickwick a well established publishers ready to publish the
Forthryrt second book and would pay $45,000. As Pickwick carries a renowned
reputation and also respect the success of the authors, thus, Forthryrt deal with
Pickwich regarding publishing his second novel. The issue which is examined is
regarding to the term and condition of the contract which is bound on parties to follow it.
RULES
Under the contract law, it is the agreement which is made between the parties
regarding entering into any activity and both the parties are bound to follow such
contract until it become void. There are major essential elements which is made
between the parties regarding entering into contract such as firstly the agreement
which is made between the parties and they are legally formed. The second element is
relating to the consideration as contract is terms of some monetary amount or in

exchange of any value or things. The third elements is relating to the the capacity of the
parties as both the parties are of sound mind. The fourth elements is relating to the
certainty of the contract as it must be clear and easily understandable. The contract is
valid if it is either written or oral and both the parties agree the above conditions.
APPLICATION:
In this stated case their is the offer which is made by one party to another
regarding entering into the contract. As offer made by one party and the other party
accept the offer it is said to be agreement. In this the contract is mainly committed
through communication and thus it results to be valid if both the parties agree with such
offer. In case of Australian Woollen Mills Pty Ltd V The Commonwealth. Government
announced that the subsidy is to be given regarding purchasing the wool in certain time
period. Plaintiff purchased the wool and get some payment but after certain time,
government stoppage such policy which plaintiff complaint that regarding the policy they
had to pay subsidy. But due to the orders of the court it is examined that the deal is not
based on any consideration thus the contract is not legally bound on parties to be
followed. Similarly to this case study it is interpreted that Forthryrt is now bound to follow
the terms and condition which they entered with Pickwick regarding publishing their
second novel.
As Forthryrt had entered into the contract on the bases of some consideration
which is fixed by Pickwick in context of publishing their novel. The contract is valid till
both the parties are liable to follow it and not result in any breach which is committed by
any of the parties. Thus, in this express terms is determined in which contract is made
by oral and both the parties agree with the terms which is disclosed regarding
publishing the book. Thus, to enter into any contract Forthryrt is legally bound and after
promising Pickwick regarding publishing the book, he cannot enter into any other
contract which affects the right of both the parties. In this case study Forthryrt promises
to Boswold Book, but due to not entering into any formal contract which is legally bound
on parties, they cannot file a suit against him. Thus, contract law is applied in
perspective of dealing the matters which are mentioned in their contract and also they
are legally bound through which they cannot violated any of the conditions.

CONCLUSION
From the above study it is concluded that contract law is an agreement which is
made between the parties to perform the services or any activity. The agreement is
related to specific terms and condition and also it is enforceable by law. Thus,
Australian contract law is based upon the common law in which they can refer to the
cases and judgement from previous case study. In this report it is stated with various
essential elements which is required before entering into any contract or otherwise the
contract is termed to be void. As in this case, Forthryrt and other publisher are of sound
mind and also they made contract which is based on express terms. Thus, there is no
breach in any contract and also if Forthryrt enter into the contract with Pickwick, they
are legally bound to follow it and work according to the given condition and norms
mentioned in agreement. As it is indicated that in respect of standard contract form it is
examined that there is very limited condition and other party cannot oppose to such
condition without any perspective. Thus, it is stated that to enter into any contract, both
the parties are legally bound to follow the terms and condition and also if there is breach
in any condition it results to violation of law.

REFERENCES
Books and Journals
Beale, H. and et.al., 2019. Cases, materials and text on contract law. Bloomsbury
Publishing.
Cartwright, J., 2016. Contract law: An introduction to the English law of contract for the
civil lawyer. Bloomsbury Publishing.
Eldridge, J. A., 2019. Codifying Contract Law in Australia: Issues and
Obstacles (Doctoral dissertation).
Online
Australian Woollen Mills Pty Ltd V The Commonwealth. 2019. Online. Available
Through: <https://www.australiancontractlaw.com/disclaimer.html>.

PART 2: CORPORATION LAW
ISSUE
As per the case study of Joytronics Pty Ltd , in which Felix, Gregg and Mercedes
is the shareholders and the directors of the company. Joytronics is the retail store which
deals in electronic Kits, batteries and chargers,test equipment, speakers, car audio and
other equipment. As due to carrying the largest retail store, the 3 directors divide their
duty regarding managing the company internal affairs. In this, Felix manage the
company day to day operations, Mercedes play the role of non executive directors of
the company as she has no such right to manage the company internal matters but can
guide the shareholder regarding implementing the policy and the planning which is to be
undertaken. The background of Gregg is that he dropped the school at his younger age
but also he carry the good knowledge regarding the product range and thus he takes
the position of managing the company warehouse. In this case study the issue arises in
respective of opening a revival business by their competitors in their own street which
results in fluctuation of their market value. By viewing the position of the company
resulting in suffering losses, Felix planned to move the business to some different area.
By conducting the board meeting with the with Gregg and Mercedes, they
decided to relocate the business from Sydney to Parramatta and after getting approval
from both the shareholders, they planned to move company. But after managing the
warehouse in Parramatt it also result in facing loss as due to not managing the
company control in proper way. The advice is to be given to Mercedes and Gregg
regarding to overcoming from the financial issue which the company is facing in respect
of shifting which they undertaken by over their budgets.
RULES
Under the Corporation Act,2001, there are certain laws which is to be adapted by
company at the time of formation. Before entering into any agreement, all the partner
are agreed with the terms and condition of the company. After verifying all the terms
and also the information is cleared regarding breach in any term, in that case ASIC will
issue the certificate of incorporation which gives liability to the company to carry their
business. In the Corporation Act, 2001 the duties of non executive directors as they play
the role of independent directors which means that they are free from company internal

matters but they carries the power to plan and manage the company for effective
decision. Their main duty is to present in the board meeting and also actively participate
in decision making which provides correct guidance to the company. There duty is to
also determine the challenges which is to be faced in near future regarding any such
transaction.
Under Corporation act, the legal position which is to be held by non executive
directors are in respective of Monitoring the working criteria of the executive directors
and guiding them to prefer the right path which result in providing benefits to the
company stakeholders.
Corporation Act 2001, Section 180(2): this section mainly covered under the
power and duties in respect of care and diligences. This is the civil obligation of the
directors and the officers of the company to deal with the business matters in the
authentic way. The decision is to be made on the bases of fair judgement and also on
good faith.
Corporation Act 2001, Section 588G: This section mainly applies in case of
insolvency in company or by preventing the company from becoming insolvent. This
section is also to be interpreted in case if any offences occurs in any of the transaction
which occurs on the bases of dishonesty.
APPLICATION
From the above discussed case, it is determined that firstly the legal position of
Mercedes in attaining the position of the non executive directors as if any breach
committed in any of the activity than he has power to take strict action against the
person. Mercedes has no right to view the day to day activities but can plan the entire
working in effective way. Thus, they carry the duty in respect of attaining the board
meeting and determined the challenges which is to be faced by company in near future.
In relevant to this case study Mercedes pre determines the challenges in respect of not
moving the warehouse from one place to another. Thus, under the Corporation Law the
legal position occurs in respect of managing the company with different strategies so
that the decision regarding shifting the business cannot be taken on urgent bases.
The decision taken by Mercedes in respect of purchasing the new premises is
not covered under proper care and diligences. As firstly the issue is realised regarding

the budgets as the property which they finalised is out of the budgets of Joytronics.
Secondly, the decision is made on urgent bases and thus they cannot inspect the area
properly which results in facing losses.
Mercedes is liable to be commit breach under section 588G of the corporation
Act, 2001 as the duty of the non executive directors is to be aware about the
consequences which is to be faced by company and thus to make strategies to prevent
from the same. If Joytronics faces insolvency in company than she is also liable to be
penalizes under the corporation Act.
As Gregg is managing the company warehouses and also had the knowledge of
the particular range of products. Thus, Gregg had to maintain certain duty of care as
they know about the area and also the customer demand for such product. As Greeg is
ready for the proposal which is raised by Felix regarding moving the business but not
inspect about the place. In such case breaches arises in respect of not performing his
duty with proper care. In case of Joytronics becomes insolvent, Greeg also carry some
liability as they are the shareholders of the company and had power to take decision
regarding moving the business.
CONCLUSION
From the above study it is concluded that corporation law is mainly initiated by
company to perform their duties with proper care and also effective decision is to be
undertaken to maintain the stability of the company in market. In this case study as such
there is no breach committed, as the discussion regarding resolving the company
problems is to be resolved by all the three shareholders. The duty of non executive
directors is to determines the consequences which is to be faced by company and had
to plan according to such challenges. But in this case study before examining various
aspects they deal in such matter which result in facing losses.

REFERENCES
BOOKS AND JOURNALS
Bottomley, S., 2016. The constitutional corporation: Rethinking corporate governance.
Routledge.
McQueen, R., 2016. A Social History of Company Law: Great Britain and the Australian
Colonies 1854–1920. Routledge.
Thuronyi, V. and Brooks, K., 2016. Comparative tax law. Kluwer Law International BV.
ONLINE
Commercial law: Australian Corporation and Business law. 2019. Online. Available
through<
https://guides.lib.monash.edu/commercial-law/corporations-law/australia>.