Business and Corporate Law: A Comprehensive Analysis

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Business and corporate law

Contents
Business and corporate law.............................................................................................................1
Part A: Contract law........................................................................................................................3
a)..................................................................................................................................................3
b)..................................................................................................................................................5
c)..................................................................................................................................................6
d)..................................................................................................................................................7
References........................................................................................................................................8
Part B...............................................................................................................................................9
Issue 1..........................................................................................................................................9
Issue 2........................................................................................................................................10
Issue 3........................................................................................................................................11

Part A: Contract law
a)
Issue
This is seen that the Australian Hairline is run by Ming who has advertised in the newspaper
about the discount that he will provide to the customers at the time of visiting the saloon. He
gave the customers an offer which included the customer shall avail the haircut at $10. Hence as
a result of this around forty people gathered around the store where they were willing to avail the
services to of which was given by him (Bigwood and Mullins, 2018). The issue that arise here
was that if the people were having the capacity to enforce the legal agreement against the saloon
owner.
Rule
According the to the Australian contract law this is seen that for forming the valid contract
certain requirements have to be followed by the party to the agreement. These requirement are
considered to be:
 Offer: the invitation to be made for the contract must be done by one of the party to the
contract. It is seen that the person making the offer is considered to be offeror and the
person accepting the offer is considered to be the offeree.
 Acceptance: It is seen that the person to whom the offer has been made must be accepted
to form a valid contract.
 Consideration: This is considered as the level where the something in return has to be
given to the contracting parties. The consideration may be monetary or in any other form.
It must be lawful for making valid consideration.
 Capacity of the parties: this is considered as the contract where the person entering into
the contract must be legally capable of entering into the contract. Here the party must not
be minor or insolvent or numb etc. as they are not allowed to enter into contract.
 Intention of the parties: The parties must have an intention of the making the contract
valid and lawful. It is considered as one of the important part of the contract to make it
valid.

 Legal object: It is considered as the situation where the contract must contain the legal
object on which if the terms doesn’t fulfilled will lead to entering into unlawful
condition.
Hence if all the condition of the contract act are fulfilled then it would lead to making of the
contract valid.
Application
In the given case it is seen that the offer for the contract was made by the owner of the saloon in
the newspaper. Which is known as the open offer. It is seen that this offer is accepted by forty
customer and have shown up to the saloon with the advertisement. Here the consideration that
was decided was $10 which was accepted by both the parties (Giancaspro, 2017). Also the
intention to enter into the contract was there and both the parties were wanting to make it lawful.
Hence this can be considered to be the valid contract which is enforceable by law.
As this could be seen in the case of Carlill vs carbolic smoke ball company [1892] that in this
case, the court held the advertisement to be valid offer and due to which it become enforceable.
Conclusion
Hence this is concluded that forty customers who approached the saloon for the availing the offer
can enforced the legal agreement. Hence this is considered that agreement is valid and
enforceable.

b)
Issue
Ten customers among all of the clients do now not produce the agreement however intend to
avail the offer. The problem here is to identify if the clients capable of enforce any settlement.
Rule
The Australian contract law states the supply of a conditional offer. A conditional offer is one
which will be deemed as an offer best whilst positive distinct situations are fulfilled. If the
conditions aren't met, the offeror and offeree cannot be made certain with the aid of the contract.
Application
This is seen that in the given case Ming offered a special offer where it provided discounted
price on the haircut this also helped in achieving the advertisement in the company. The
commercial stated that the offer can best availed if the offeree produces the advertisement on the
salon (Lazar, 2018). This became a situation said by using the Ming for making the provide
binding. Therefore, it become a conditional provide.
A conditional offer cannot become enforceable without the condition is fulfilled. Inside the given
case, ten customers entered into the salon without having advertisement. The condition stated
within the provided offer isn't fulfilled and hence the agreement can't be made enforces by law.
Conclusion
From the above study this is seen that the ten customers shall not be made able to enforce the
contract as they did not fulfilled the terms and the condition of the contract.

c)
Issue
It is seen that the issue here is whether Ming has a right to the comment that the payment that is
made by the customers are insufficient as this is seen that the amount for the haircut is $60 hence
the offer cannot be enforced on the ground of insufficient consideration.
Rule
As according to Australian contract regulation, consideration for a valid contract must be enough
however it might not be adequate enough. Because of this the consideration need to have some
valid value and this is seen that it is not a matter that whether or not such consideration is good
enough to meet the return of terms and condition of the agreement (Cheng, Smyth and Guo,
2015). The regulation accepts the consideration as true when the parties to contract comply with
the exchange.
Application
As the consideration is given by Ming and hence such consideration is accepted by the other
parties due to which the consideration shall be deemed to be satisfactory.
Conclusion
From the above condition this can be considered that Ming has no right to claim that the
consideration is insufficient as the offer is made by him and is accepted by the other people. This
is also seen that there is no legal obligation for business (Skaik, Coggins and Mills, 2016). Hence
the amount of $10 is considered to be valid and the contract is considered to be enforceable.

d)
Issue
Ming has advertised on the door that offer that is advertised is now finished. Hence from this act
he believes that the offer is withdrawn and there is no liability for the further obligations. Hence
the issue which is identified here is whether the offer is valid or not.
Rule
This is seen that the as per the Australian contract laws the offer remains open until the next
expiry date is published or is given by the offeror. If no time is given then the offer is not
withdraws until it is specifically withdrawn (Douglas, 2017). This is also seen that offer is said to
be revoked when the offeror verbally or through his conduct clarifies that the offer is revoked.
This is seen that if the offer is made to the general public then it can be revoked only by giving
the notice of revocation of the offer.
Application
The offer changed into made by Ming through commercial and such a proposal can be revoked
simplest by using publishing another advertisement which states that offer is revoked. Ming
marketed at the door of its salon that the offer which was advertised is completed which can't be
considered legitimate as the way wherein the offer was made isn't the same as the manner
wherein the revocation is made.
Conclusion
Hence this is be concluded that offer which is made cannot be revoked as this is still valid by its
conduct.

References
 Bigwood, R. and Mullins, R., 2018. Teaching Contract Vitiation in Australia: New
Challenges in Subject Design. Bond Law Review, 30, p.185.
 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.
 Skaik, S., Coggins, J. and Mills, A., 2016, January. Examining the approaches to
diminish judicial intervention in statutory adjudication in Australia. In AUBEA 2016:
Proceedings of the 40th Australasian Universities Building Education Association
Annual Conference (pp. 660-670). Central Queensland University.

Part B
Issue 1
Whether the proposed company shall be registered as a large proprietary company or a small
proprietary company?
RULE: As per the rules provided under the Australian Securities and Investment Commission,
the companies which have its annual revenue less than $25 million are listed under small
proprietary companies.
APPLICABILITY: The Australian Securities and Investment Commission has provided for the
list of requirements under which the companies shall be registered. It provides for the categories
in terms of annual revenue and according to the listed category the companies are registered.
The ASIC provides that the company having its annual revenue lea than $25 million shall be
registered and listed under small proprietary company. It further provides that the company
having the value of its assets less than $12.5 million shall also be registered as small proprietary
company. Further the commission also provides that if the company ahs control over employees
fewer than 50 at the end of financial year shall also be listed under small proprietary companies.
Further to proceed with the registration of the company, it is required to check and keep in mind
certain points. These includes:
 The company is registering as a private company or a public company
 The company has chosen a name by which it shall be registered
 The company has chosen an address for the communication purposes
 The company has chosen the office holders
 The company has made the decision regarding the structure of the shares
 The company has chosen the shareholders
In the given context the coffee making company shall be registered under the private company
with small proprietary as the company’s structure fulfil the requirement of private company.
Further it will operate through members of the family and aims at having an annual income less
than $25 million. Thus, as per the the scenario it shall be registered as a private company.
Conclusion:
Thus, the Australian Securities and Investment Commission has laid down certain requirements
to be fulfilled for the registration of the companies under different categories. The company

desired to get its name registered shall comply with the prescribed requirement for the
completion of the procedure.
Issue 2
Whether there will be any change in categories of the company from its first to the fifth financial
year?
Rule: The provisions laid down under the Corporation Act 2001 shall be applied in the present
case.
As per section 45A (2) of the Act following falls under the category of small proprietary
company
Number of Employees Less than 50
Gross Revenue Less than $25million
Gross Assets Less than $12.5 million
According to section 45A (3) of the Act, if the number of employees exceed 50 and the gross
revenue exceeds the limit of $25 million then the company shall fall out of the list of small
proprietary company and shall come under the category of large proprietary company.
Applicability: As per the information given in the case, the financial position of the company is
as follows:
 Gross Assets- $5million
 Gross Revenue- $10million
 No. of employees- 20
Asper the application of the provision of section 45A (2), in the first financial year, the company
shall remain in the list of small proprietary company because the it does not exceed the above
stated limit.
The five-year plan of the company ascertains its financial position as follows:
 Gross Assets- $13million
 Gross Revenue- $26million
 No. of employees- 66

The numbers have exceeded the limit defined under section 45A (2), hence as per section 45A
(3), it can be ascertained that the company will fall out of the category of small proprietary
company.
Conclusion: The company shall remain in the category of small proprietary company in the end
of its financial year. But as per the five year plan of the company, it shall remain in the same
category in 5 year’s time.
Issue 3
Whether a company can be established with the name of “Anzac Coffee” and get it to register
with authority, ASIC.
Rule: Section 147 of Federal Registration Act,2019 of the Act lays down certain norms for
choosing the name of the company, it states that the words used in the name of the company
must not be identical, i.e. a name which is already registered. Secondly, the name company
wishes to register must be acceptable in order to register it under the Act.
Further, section 148 mandates that every registered company needs to use ‘Proprietary’ or
‘Limited’ after the name of the company. It is also compulsory for the company to acquire ACN
(Australian Company Number)
Applicability: The name which company wishes to use is “ANZAC” which is restricted to use
as per the Australian Law. Any entity or company cannot use ANZAC or any similar words
except if they obtain permission from Ministry of Veteran Affairs.
Conclusion: The name which company wishes to use falls under the category of restricted
words. Hence the company cannot name the company which includes “Anzac Coffee”.

Reference
 Federal Register of Legislation. 2019. Corporations Act 2001. Available at:
https://www.legislation.gov.au/Details/C2018C00424. [Accessed on: 14.05.2019]