Assessment 2: Law of Business Organizations Essay, Autumn 2020

This essay addresses two problem-based questions related to the Law of Business Organizations. The first question examines the enforceability of an agreement by a trade union, considering cases like Qld MacInnes v Gladstone and Riverwood International Australia Pty Ltd, and applying the Fair Work Act. The second question explores the form of business undertaken by a group of individuals and the accountability of one member regarding contracts, focusing on joint ventures and Limited Liability Partnerships (LLPs), referencing cases such as Adventure Golf Systems Australia Pty Ltd v Belgravia Health and Leisure Group Pty Ltd. The essay analyzes the legal principles and applies them to the scenarios provided, offering conclusions based on the analysis of relevant case law and legislation.

Running head: LAW OF BUSINESS ORGANIZATION
LAW OF BUSINESS ORGANIZATION
Name of the Student
Name of the University
Author Note

1LAW OF BUSINESS ORGANIZATION
Answer 1
Issue
The chief issue relating to the provided scenario is whether the agreement of the 1st day of
July in 2005 may be enforceable by the trade union.
Rule
The case of Qld MacInnes v Gladstone CC P/L [2016] FWC 8838 shall be considered to
be a significant case in relation to the provided scenario. In this specific case, it was stated that
certain corporate entities shall be considered to be associated entities based on the grounds
relating to the common directorship, the common ownership and the ability to govern the result
or consequence of the decisions.
The case of Riverwood International Australia Pty Ltd v McCormick [2000] FCA 889
shall be regarded as a pertinent case in connection to the given situation. In this specific case, an
argument was forwarded by the employee stating that the company shall be obligated to make
payment of the termination package to the employee as per the redundancy policy. The contract
of the employee stated that the policies of the company must be complied by the employee,
although it was not stated that the company be in compliance with its own policies. It was
confirmed by the Full Federal Court that, even if there was an absence of an express
responsibility to be complied with, it should have been construed in a manner that would have
included such responsibility of the employer.
The case of Qld Wilson v AMN Challenge P/L [2018] FWC 2924 must be regarded as a
pertinent case in connection to the given situation. In this specific case, it was mentioned that if
there has been a transfer or transmission of business between the associated companies, then

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where any particular employee is being employed for the second time in any one of the
associated companies, shall have the entitlement in relation to the previous contract relating to
his or her employment.
The case of SA Roburg v FGP (in liq.) [2013] FWC 4947 must be considered to be a
pertinent case in relation to the provided scenario. In this case, it was mentioned that Steelworks
and FGP were associated companies as a possible transfer regarding the business may have taken
place and the companies were being led by common directors. It was mentioned in this specific
case that when there is a transference of employees from one associated organization to the other
associated organization, then the contract in relation to the transferring employees with the new
employer must contain the essential components of the former contract that the transferring
employees had with the old employer.
As per the Fair Work Act of the year 2009, a particular enterprise agreement, which
already includes the new company or employer, shall not encompass an employee who is being
transferred and who is already sheltered by ‘transferable instrument’, for instance a specific
agreement (employment agreement) in relation to the old company or employer. The enterprise
agreement of the organization shall be applicable in relation to the transferring employees, only
after the employer forwards an application to the ‘Fair Work Commission’, pursuing an order
pertaining to the application of the agreements in relation to the transferring employees.
Application
In the given situation, some of the employees were transmitted to a company named
Caterers Ltd from the company named Casino Ltd. A contract had been established between the
employees and Casino Ltd regarding the salaries concerning the employees. Although, when
certain employees were transmitted to Caterers Ltd from the company named Casino Ltd, the

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new contract of employment specified less wages in comparison to the preceding employment,
even though the salaries or wages were in consistency to wages and salaries in relation to similar
industries. The new agreement also did not contain any essential clause of the old agreement.
Applying Qld MacInnes v Gladstone CC P/L [2016] FWC 8838, it may be stated that
certain corporate entities shall be considered to be associated entities based on the grounds
relating to the common directorship, the common ownership and the ability to govern the result
or consequence of the decisions. In the given scenario, Casino Ltd and Caterers Ltd were
associated companies.
The case of Riverwood International Australia Pty Ltd v McCormick [2000] FCA 889
shall be applied in connection to the given situation. In this specific case, an argument was
forwarded by the employee stating that the company shall be obligated to make payment of the
termination package to the employee as per the redundancy policy. It was confirmed by the Full
Federal Court that, even if there was an absence of an express responsibility to be complied with,
it should have been construed in a manner that would have included such responsibility of the
employer. Hence, the agreement of 1st of July in 2005 should be construed in a manner that may
include such responsibility of the employer.
Applying Qld Wilson v AMN Challenge P/L [2018] FWC 2924, it must be mentioned that
if there has been a transfer or transmission of business between the associated companies, then
where any particular employee is being employed for the second time in any one of the
associated companies, shall have the entitlement in relation to the previous contract relating to
his or her employment.

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Applying the case of SA Roburg v FGP (in liq.) [2013] FWC 4947 in the provided
scenario, it may be said that when there is a transference of employees from one associated
organization to the other associated organization, then the contract in relation to the transferring
employees with the new employer must contain the essential components of the former contract
that the transferring employees had with the old employer. Therefore, in the provided situation,
the new contract with Caterers Ltd must include the essential components of the old agreement
in relation to the transferring employees.
Applying the Fair Work Act of the year 2009 in the provided scenario, it may be said that
the enterprise agreement of the organization shall be applicable in relation to the transferring
employees, only after the employer forwards an application to the ‘Fair Work Commission’,
pursuing an order pertaining to the application of the agreements in relation to the transferring
employees. Therefore, in the provided scenario, Casino Ltd or Caterers Ltd should forward an
application to the ‘Fair Work Commission’, pursuing an order pertaining to the application of the
agreements in relation to the transferring employees.
Conclusion
In conclusion, it may be said that the agreement of the 1st day of July in 2005 shall be
enforceable by the trade union.

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Answer 2
Issue
The issue in connection to the given scenario is what would be the form relating to
business that is being steered by Obama, Hillary and Bush, and whether Obama can be made
accountable regarding the contract that involved the outsiders.
Rule
No direct and explicit laws in connection to the joint ventures exist in Australia. A
contractual joint venture shall be regarded as a joint venture, which is not incorporated. The base
for such type of joint venture is a particular agreement regarding co-operation. A deviation and
an assortment in relation to hybrids regarding corporate joint ventures as well as contractual joint
ventures may be applied and exploited, relying upon the commercial, taxation and legal
mandates concerning the participants. The Limited liability partnership also known as LLP may
be regarded as such type of hybrid. In the LLPs, the liability in connection to the limited partners
is considered to be constrained if such partners avoid getting involved in the regular functions
and utilities in connection to the business (Hewitt 2005).
The case of Adventure Golf Systems Australia Pty Ltd v Belgravia Health and Leisure
Group Pty Ltd [2017] VSCA 326 must be considered to be a significant case in this regard. It
was stated in this case that as per the agreement, no fiduciary responsibilities were established in
relation to the partners.
Application
It can be stated that no direct and explicit laws in connection to the joint ventures exist in
Australia. A contractual joint venture shall be regarded as a joint venture, which is not

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incorporated. The base for such type of joint venture is a particular agreement regarding co-
operation. A deviation and an assortment in relation to hybrids regarding corporate joint ventures
as well as contractual joint ventures may be applied and exploited, relying upon the commercial,
taxation and legal mandates concerning the participants. The Limited liability partnership also
known as LLP may be regarded as such type of hybrid. In the LLPs, the liability in connection to
the limited partners is considered to be constrained if such partners avoid getting involved in the
regular functions and utilities in connection to the business. Therefore, in the given situation,
Obama, Hillary and Bush are encompassed in a joint venture that is not incorporated,
conceivably an LLP.
Applying Adventure Golf Systems Australia Pty Ltd v Belgravia Health and Leisure
Group Pty Ltd [2017] VSCA 326, it may be stated fiduciary responsibilities shall be established
upon the joint venturers after assessing the agreement.
Conclusion
In conclusion, it can be stated that Obama, Hillary and Bush are involved in an a joint
venture that is not incorporated (conceivably LLP), and Obama can be made accountable
depending on the relation he may have with the other joint venturers depending upon the
agreement.

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References
Adventure Golf Systems Australia Pty Ltd v Belgravia Health and Leisure Group Pty Ltd [2017]
VSCA 326.
Fair Work Act, 2009.
Hewitt, I., 2005. Joint ventures. Sweet & Maxwell.
Qld MacInnes v Gladstone CC P/L [2016] FWC 8838.
Qld Wilson v AMN Challenge P/L [2018] FWC 2924.
Riverwood International Australia Pty Ltd v McCormick [2000] FCA 889.
SA Roburg v FGP (in liq.) [2013] FWC 4947.