HI6027 T1 2019: Business and Corporate Law Group Assignment

This document presents a comprehensive solution to a group assignment for the HI6027 Business and Corporate Law course, focusing on case studies in agency and partnership law. The assignment addresses two primary cases: the liability of Swimmingpool Co. for the actions of its agent Martin, and the existence and implications of a partnership involving Seamus, Lucy, and Koo. The solution meticulously analyzes the legal issues, including vicarious liability, breach of duty, and partnership dissolution, citing relevant legal rules and applying them to the facts. The analysis covers contract law principles, such as agency relationships and fiduciary duties, and corporation law principles, including partnership formation, partner liabilities, and the consequences of partner actions and death. The document provides detailed applications of legal concepts to the case facts, leading to clear conclusions regarding liability, breaches of duty, and the dissolution of the partnership. The assignment aims to demonstrate an understanding of the obligations, rights, and remedies in commercial relationships, the foundations of Australian company law, and the application of contract and tort law in business circumstances.

CORPORATION AND
CONTRACT LAW
Agency Law And Partnership

CONTRACT LAW ISSUE
• the liability of Swimmingpool Co with respect to the actions
of Martin.
• Whether the company is entitled to deny liability for the
acts of Martin based on the contention that Martin has
failed to follow their instructions.
• Whether any laws has been violated by Martin in in making
a plan for setting up his business similar to that of the
company he has been employed with.

CONTRACT LAW RULE
• The relationship of agency is said to have existed when a person
delegates his tasks to another where the person so delegated has
the power to represent the person delegating in front of a third party.
• The principal authorising an agent to act on his behalf need to carry
all the liabilities that accrues by virtue of the relationship of agency
in relation to those transactions carried out by the agent in the
furtherance of the authority extended.
• The tortious actions committed by an agent while acting within the
scope of the authority conferred upon him by the agency is to be
borne by the principal with respect to the liabilities so incurred.

RULE CONTINUED
• instances where the agent has been expressly acting outside the
authorisation extended by the principal entitle the principal to deny
liability for the acts of the agent exceeding the authority.
• The agency relationship creates a fiduciary duty that the agent owes
towards principal and should reflect in all his actions the best interest
pertaining to the principal.
• The agent is not permitted to accrue any profit personally from the
endeavours that he has been carrying out under the authorisation of and
on behalf of the principal and every such profit is required to be furnished
and remitted to the principal.
• the agent is required to refrain from setting up any business which officer
competition to that of the business of the principal.

APPLICATION
• agency relationship between the company and Martin as there was an
employment relationship.
• This can hold the company liable under the law of vicarious liability as Martin
has been acting under the scope of his authority that is the employment he
has been engaged into while rendering advice towards the customers.
• Martin has failed to remedy deposits that has been extended by the
customers to the bank account of the company.
• This needs to be construed as a disobedience of the instructions extended by
the company and will release the company from incurring liability.
• The proposed establishment of a competing business by Martin will also be
treated as a violation of his duty as an agent which restrains him from
competing with the principal.

CONTRACT LAW CONCLUSION
• Swimmingpool Co is liable with respect to the actions of
Martin.
• The company is not entitled to deny liability for the acts of
Martin based on the contention that Martin has failed to
follow their instructions.
• The duty to not compete has been violated by Martin in
making a plan for setting up his business similar to that of
the company he has been employed with.

CORPORATION LAW ISSUE
• Determination of the existence of partnership among Seamus,
Lucy and Koo.
• The liability of Lucy and Koo for the payment towards the ride-on
mower.
• Determination of any contravention of duties as a partner
pertaining to Lucy for the weekend work.
• Determination of the persons conducting the business on behalf
of LuSeKo by FastCut.
• The consequences of the death of Seamus in relation to the
partnership existing between Lucy, Koo and Seamus.

CORPORATION LAW RULE
• The Partnership Act 1963 governs the relationship of partnership that arises and runs within the
territory of Australia. U/s 6 of the Act provides an explanation to the words partnership.
• The partners of a partnership firm conferred with the power to enter into transactions in the name of the
partnership and make the partnership as well as other partners liable for the same as per the provisions
given u/s 9 of the Act.
• The partners of a farm are imposed by the duty to disclose genuine and proper accounts as well as
records that has a significance pertaining to the partnership business as per the provisions contained
u/s 33 of the Act.
• Any partner who has been incurring a private profit from the business he has been carrying out, outside
the scope of the partnership business and without any discussion or authorisation from the other
partners and even in the absence of any knowledge of such partners, using the properties belonging to
the partnership and using the name of the partnership, mandates the partner to furnish all the profits
thus made as well as any other interest that has accrued from such transactions as per s. 34 of the Act.
• Any competing business in relation to the existing firm of a partner when undertaken by any of the
partner, breaches the provisions relating to s. 35 of the Act.
• The consequences of the death of a partner has been provided u/s 38 of the Act.

CORPORATIONS LAW APPLICATION
• This can be treated as a partnership as all the partners for
carrying out the business jointly participating in the
endeavours of the business and utilising the property
jointly held by the firm.
• The acquisition of the ride-on mower has been contracted
by Seamus under the name of the business with the
objective of utilising it performing the tasks of the business
needs to be e treated as a contract entered on the name of
the business being binding upon the business as well as
other partners.

APPLICATION CONTINUED
• This construes a breach of the duty as a partner and requires
Lucy to transfer the profits thus accrued in the name and
account of the LuSeKo.
• Lucy is also under an obligation to furnish the accounts of the
weekend business she has been carrying out to the other
partners of LuSeKo.
• FastCut needs to contact the ASIC for the purpose of instituting
the legal action against the firm.
• The death of Seamus will lead to the dissolution of the
partnership.

CONCLUSION
• There is an existence of partnership among Seamus, Lucy
and Koo.
• Lucy and Koo are liable for the payment towards the ride-
on mower.
• There is a contravention of duties as a partner pertaining to
Lucy for the weekend work.
• FastCut needs to contact the ASIC for the purpose of
instituting the legal action against the firm.
• The death of Seamus will lead to the dissolution of the
partnership.