BSL305 Company Law Assignment: Corporate Law Analysis and Advice

This assignment provides a detailed analysis of several company law issues. The first part addresses the advice given to Brad regarding the establishment of a company, discussing the duties of confidentiality and the implications of forming a company with a similar name. The second part examines whether a company must reinstate Antonio, considering the Corporation Act and shareholder rights. The final part advises Giant Ltd. on whether to proceed with a contract signed by Jack, based on the company's constitution and relevant legal provisions. The assignment includes case analyses and references to the Australian Corporation Act and other legal principles to support the advice given. This document is contributed by a student to be published on the website Desklib. Desklib is a platform which provides all the necessary AI based study tools for students.

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Corporation Act
Student’s Name
Course
Professor’s Name
Date of Submission

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The issue being addressed entails advising Brad on his suggestion to set up a company
with the name ‘Tatt r Us Ltd.’ Some of the rules which guide the principle regulating the duties
of confidentiality state that the directors should act in the best interest of each client; the
company should behave in a way that maintains the public trust and adequate provision of legal
services and to uphold the rule of law and proper justice administration.
Case Analysis
Firstly, Billy and Angeline had decided that they are the only directors and the members
of the company hence forming a company with the name Tatt r Us Ltd will be against the
memorandum of their company’s association. Also, the two directors' of ‘Tatt r Us’ company
wishes to keep the company’s affairs as private as possible hence forming another company with
their name will act ultra vies to their wish. I also fail to agree with Brad’s advise underlined
above since the company is only allowed to have two directors and by Brad forming another
company with a similar name, the number of the directors will increase and hence acting in
contrary to the company’s requirements. This will also affect the company in other different
ways like interfering with the confidentiality of the company information, and hence an ultra vies
act to its constitution. When Brad forms another company with the name ‘limited’ he will be
acting in ultra contends to the company rules regarding the duty of confidentiality as needed by
the company directors who are Billy and Angeline.
Some of the instances involving the exception to the duty of disclosure are when the
client gives specific, informed consent to non-disclosure, there is evidence that severe physical
and mental injury can be caused and in the cases of acceptance by the rule of law. In Brad’s case,

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none of these exceptions has been stated. Hence I do not agree with his advice as a valid contract
cannot be formed between the two directors and Brad.
Part B.
The issue presented is to discuss whether the company has to reinstate Antonio in
reference to the corporation Act. The rule in relation to this case states that a public limited
company cannot breach the contract with a member if the agreement was made within the first
15 months after approval, if the transaction was conditional on the approval being obtained, and
if the contract in the making was approved in accordance to the financial benefit given to the
related party1.
Case analysis
Concerning the case law in support, Antonio Gonzales is identified to be acting ultra vies
to the contract as this is noted by the continuous customer complains as he is using the same
dirty needle of all customers. This made the company to state that there is no contract between
Antonio and them, causing them to breach it. Antonio membership should be allowed as he has
bought the company’s share hence allowing him under the law to be a member. Although his
group should be considered, he should not be allowed to continue with the duties which had been
assigned to him by the company as he acted in ultra vies to the company’s constitution.
On the issue of the company reinstating Antonio, Corporation Act states that the
consequences of the breach of contract can be reconsidered if the contraventions do not affect the
1 Australian Government, (2019). Corporation Act, 2001. Federal Register of Legislation

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validity of any agreement and if the company is not guilty of any offence. In the case law given,
Antonio should be allowed to be a member of the company, but no responsibility should be
given to him as he had acted in ultra vies to the previous contract delivered. According to the
Australian Government, (2019), the cooperation law act also states that a person should be a
member of the company by buying shares which Antonio has done. While he is demanding to be
reinstated, he should not be allowed as he is acting in contrary to the constitution of the
company.
The rules regarding membership of a company describes that a person is considered to
be a member if he or she is member of the company on its registration if they agree to be a
member of the company after its registration and their names are entered on the list of the
registered members and if they become members of the company under section 167.
Conclusively, Antonio should be allowed to be a member under section 167 of the
company’s Act which states that an individual is a member of a company through the conversion
of a company by a guarantee to one limited by shares. Hence, he should be reinstated to be a
member, but his duties as a master tattooist for a life denied as he acted ultra vies to the contract.
Question three
The issue presented in the case is to advise Giant Ltd. whether they should proceed with
the contract signed by Jack or to cancel the contract as stated by Beanstalk Ltd. The rule
presented in Beanstalk Ltd constitution states that the company is only allowed to sell
agricultural products which are grown in Queensland, and the transaction, which is above
$100,000 should require board approval. Also, according to the Corporation Act, there are some
contracts which can be signed on behalf of the company. This act states that instead of the

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contract being approved by the company as indicated in section 43(1) (b), arrangements can also
be signed on behalf of the company by a person who is acting under the company’s authority2. It
also states that provided that the person has express or rather implied authority to sign on the
company’s behalf, they have the ability to sign on contracts regardless of whether they are
directors or not. This shows that Jack is allowed to sign on behalf of the company.
Case analysis
Some of the primary reasons why this contract should be withdrawn is that Jack who is a
member of the company did not have authority to sign the deal as it was above $100,000, there
was no legal capacity followed as the company only allows products from Queensland to be
purchased, and Giant limited ought to have read Beanstalk limited constitution. Giant limited
should cancel the contract as it is not signed in consideration to the company’s constitution. This
makes Jacks contract with Giant Ltd. to be in ultra vies to the company’s constitution. I,
therefore, advise this company to cancel this contract as it in ultra vies to Beanstalk Ltd.
constitution.
2 John, W.N. & Tim, G. (2019). Shareholders' rights in private and public companies in
Australia. Practical law

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Bibliography
Australian Government, (2019). Corporation Act, 2001. Federal Register of Legislation
John, W.N. & Tim, G. (2019). Shareholders' rights in private and public companies in Australia.
Practical law