LAW6000 - Business and Corporate Law Case Study Analysis and Solutions

This document presents a detailed case study analysis for LAW6000, focusing on Business and Corporate Law. The case study addresses several key legal issues, including negligence, contract law, corporate constitution, and the Corporations Act 2001. The analysis examines scenarios involving employer responsibilities towards independent contractors, employee dismissal procedures, the implementation of corporate constitutions, pre-incorporation contracts, and the categorization of business organizations. Each issue is analyzed with reference to relevant case law, such as *Corporation v Abramovic*, *Rasic v Cruz*, *Stevens v Brodribb Sawmilling Company Pty Limited*, *Crozier v Palazzo Corporation Pty Ltd*, *Letizia v Australian Music Group*, *Ryan v AMG Shared Services P/L*, *Addis v Gramophone Co Ltd*, and *Kelner v Baxter*. The document offers comprehensive legal reasoning and provides conclusions for each issue, demonstrating an understanding of legal principles and their application to real-world business scenarios. This solution provides a clear understanding of the legal outcomes and the application of relevant legislation and case law.

Running head: LAW6000
LAW6000
Name of the Student
Name of the University
Author Note

1LAW6000
Question 1
Issue
The issue in the given scenario is whether Manjit will be successful in relation to the
action that might be taken by him against Magic.
Rule
The case of Corporation v Abramovic [2007] NSWCA 248 is a relevant case in this
regard. In this particular case, it was stated that an employer may owe responsibility to show care
towards any independent contractor if a situation arises where there is a connection between both
the independent contractor and the employer, in relation to the job that is in progress.
The case of Rasic v Cruz [2000] NSWCA 66 is a significant case in relation to the given
scenario. In this case, it has been stated that a responsibility to care, which has been imposed by
Common Law, may be considered to take care as any particular rational and practical individual
would. It has been mentioned that there may be several circumstances that might create a
foreseeable and predictable risk regarding injury and it is possible to reduce or eliminate such
risk or harm. The law in relation to negligence has been developing constantly. The foundation
regarding negligence law has expanded from a mere ‘responsibility to care’ to ‘responsibility to
take rational care’ to ‘responsibility to evade any risk or danger with the help and assistance of
available and reasonable methods’.
The case of Stevens v Brodribb Sawmilling Company Pty Limited [1986] HCA 1 is
considered to be a relevant case in this regard. It has been mentioned in this case that if situations
arise where there exists a risk or danger of any harm or injury in relation to the nature of the job,

2LAW6000
then it shall be the responsibility of the employer to provide directions and guidelines regarding
the manner and ways in which the work shall be executed. It shall be the responsibility of the
employer to prescribe guidelines in relation to a safe and secured method of work.
Application
Applying Corporation v Abramovic [2007] NSWCA 248 it may be said that it shall be
the responsibility of Magic to show rational care towards Manjit.
Applying Rasic v Cruz [2000] NSWCA 66 it may be said that it shall be the
responsibility of Manjit to evade any risk or danger with the help and assistance of available and
reasonable methods.
Applying Stevens v Brodribb Sawmilling Company Pty Limited [1986] HCA 1 it may be
said that Magic has forwarded guidelines in relation to a safe and secured method of work.
Conclusion
In conclusion it may be said that Manjit shall not be successful in relation to any action
that might be taken by him against Magic.
Question 2
Issue
The issue is whether Sheila will be able to impose or implement the judgment in
contradiction to Digital Ltd.
Rule

3LAW6000
The case of Crozier v Palazzo Corporation Pty Ltd (2000) 98 IR 137 shall be considered
to be a relevant case in this regard. In this specific case, it was stated that there should be a
proper and adequate procedure regarding the dismissal of a particular employee. A procedural
fairness mandates that a valid notification must be provided to an employee stating the reasons
relating to the termination of the employee, prior to any kind of decision is given effect to
regarding the termination. An opportunity should be provided to the employee to respond against
such termination.
The cases of Letizia v Australian Music Group t/a Allans Billy Hyde Music [2012] FWA
9609 and Ryan v AMG Shared Services P/L and Ors [2012] FWA 9609 are two related cases that
are relevant in this regard. In the case mentioned above, it was stated by the Court that an
immense prejudice would be caused to the applicants, in relation to the claims made under the
rules related to unfair dismissal, if the applications regarding unfair dismissals are dismissed due
to the reason that the company has become insolvent after the applications were made.
Application
Applying the case Crozier v Palazzo Corporation Pty Ltd (2000) 98 IR 137 it may be
said that there should be a proper and adequate procedure regarding the dismissal of a particular
employee. A procedural fairness mandates that a valid notification must be provided to an
employee stating the reasons relating to the termination of the employee, prior to any kind of
decision is given effect to regarding the termination. An opportunity should have been provided
to Sheila to respond against her termination or unfair dismissal.
Applying the cases of Letizia v Australian Music Group t/a Allans Billy Hyde Music
[2012] FWA 9609 and Ryan v AMG Shared Services P/L and Ors [2012] FWA 9609, it may be

4LAW6000
said that immense prejudice would be caused to Sheila if she is denied the compensation because
Digitize Ltd does not have any assets left and is on the verge of insolvency.
Conclusion
In conclusion it may be said that Sheila should be able to impose the judgment in
contradiction to Digital Ltd.
Question 3
Issue
The primary issue in the given scenario is whether Johannes shall be able to implement
the corporate constitution in relation to his appointment regarding him being the sole solicitor.
Rule
The case of Addis v Gramophone Co Ltd [1909] AC 488 shall be considered to be a
relevant case in this regard. In this particular case, it had been mentioned that in relation to an
employment of an employee, if any particular term provided in the contract regarding
employment or the in the constitution regarding company, has been violated by the employer
company, then the company shall be accountable to pay damages for causing such a violation.
Application
The case of Addis v Gramophone Co Ltd [1909] AC 488 shall be applied in the given
scenario. In this particular case, it had been mentioned that in relation to an employment of an
employee, if any particular term provided in the contract regarding employment or the in the
constitution regarding company, has been violated by the employer company, then the company
shall be accountable to pay damages for causing such a violation. Hence, in the given scenario, it

5LAW6000
may be said that VicTelly Pty Ltd caused a violation of the term regarding Johannes’
employment as provided in the corporate constitution.
Conclusion
In conclusion it may be said that Johannes shall be able to implement the corporate
constitution in relation to his appointment regarding him being the sole solicitor.
Question 4
Issue
The primary issues in the given scenario are:-
 What are the assumptions which might be made by Compusafe Pty Ltd, and
 Who shall be accountable to make the payment in relation to the high speed laptops that
were supplied by Macro Solutions Ltd.
Rule
Section 131 as provided in the Corporations Act enforced in the year of 2001 states that if
any particular individual establishes a contract, on behalf of or for the advantage of the
organization, prior to the registration or incorporation, then the organization shall be bound by
such contract. However, if the contract is not ratified by the organization after its incorporation,
then the individual shall be held as personally accountable in relation to the contract.
The case of Kelner v Baxter (1866) LR 2 CP 174 shall be considered to be an important
case in this regard. In this particular case, the advocate established a contract in the name of the
organization, prior to the registration of the organization. However, afterwards, when the
organization was registered, it did not consider the advocate as its agent because during the time

6LAW6000
when the advocate established the contract, the organization was not yet formed. Accordingly, it
was found by the court that the advocate should be privately accountable.
Application
Section 131 of Corporations Act enforced in the year of 2001 shall be applied in the
given scenario. It states that if any particular individual establishes a contract, on behalf of or for
the advantage of the organization, prior to the registration or incorporation, then the organization
shall be bound by such contract. However, if the contract is not ratified by the organization after
its incorporation, then the individual shall be held as personally accountable in relation to the
contract.
The case of Kelner v Baxter (1866) LR 2 CP 174 shall be applied in the given
scenario. It may be said that in the given scenario, the contract that was established by Alex in
the name of Masters Ware Pty Ltd, with Macro Solutions Ltd, was not ratified by the
organization named Master ware until the 28th day of the month of March. Macro Solutions
delivered the laptops on 1st day of the month of May. Therefore, the payment to Macro Solutions
must be made by Master Ware because the organization ratified the contract with Macro on the
28th day of the month of March.
Conclusion
The primary issues in the given scenario are:-
 It shall be assumed by Compusafe Pty Ltd that it shall receive the payment from Master
Ware Pty Ltd.

7LAW6000
 Master Ware shall be accountable to make the payment in relation to the high speed
laptops that were supplied by Macro Solutions Ltd.
Question 5
Issue
The primary issues in the given scenario are that what kind of organization shall be
applied by Tyler regarding registration with the ASIC, how such organization would be
categorized after the completion of the first financial year of the organization, and whether it
should stay in the similar group in the time of five years.
Rule
Section 162 as provided in Corporations Act of the year 2001 states that an organization
may be changed to another organization of a separate nature and kind, by passing a special
resolution with the resolution to alter and modify its kind. During the alteration or the change of
the organization, the organization must comply with the provisions as provided in section 163
and section 164.
As per the law relating to companies in the nation of Australia, it may be said that the
Tyler should apply for proprietary organization that is limited by shares, and depending on the
prediction, it should be changed to unlimited proprietary organization, if required.
Application
Section 162 as provided in Corporations Act of the year 2001 should be applied in the
given scenario. It states that an organization may be changed to another organization of a
separate nature and kind, by passing a special resolution with the resolution to alter and modify

8LAW6000
its kind. During the alteration or the change of the organization, the organization must comply
with the provisions as provided in section 163 and section 164.
The law relating to companies in the nation of Australia should be applied in the given
scenario. It may be said that the Tyler should apply for proprietary organization that is limited by
shares, and depending on the prediction, it should be changed to unlimited proprietary
organization, if required.
Conclusion
In conclusion it may be said that Tyler should apply for proprietary organization that is
limited by shares regarding registration with the ASIC, and would be categorized as such after
the completion of the first financial year of the organization, and it should either stay in the
similar group or change into unlimited proprietary organization in the time of five years, if
required.

9LAW6000
References
Addis v Gramophone Co Ltd [1909] AC 488.
Corporation v Abramovic [2007] NSWCA 248.
Corporations Act, 2001 (Cth).
Crozier v Palazzo Corporation Pty Ltd (2000) 98 IR 137.
Kelner v Baxter (1866) LR 2 CP 174.
Letizia v Australian Music Group t/a Allans Billy Hyde Music [2012] FWA 9609.
Rasic v Cruz [2000] NSWCA 66.
Ryan v AMG Shared Services P/L and Ors [2012] FWA 9609.
Stevens v Brodribb Sawmilling Company Pty Limited [1986] HCA 1.