Finance and Security Report: Business Sale and Retail Lease Law

This report addresses the legal requirements for a licensed conveyancer in two scenarios: the sale of a small business (Jungle Gyms Coffee) and a retail lease agreement. The first part outlines the necessary steps and legislation (Conveyancers Licensing Act, Trade Practices Act, Retail Leases Act) required to ensure the client complies with regulations when selling the business, including goodwill, stock, plant, equipment, and leased premises. It also covers the importance of asset valuation, warranties, and preventing vendor competition. The second part focuses on a retail lease between Simone and Thomas, examining the application of the Retail Leases Act 1994 and the rights and obligations of both parties regarding the leased space, assignment, subletting, and dispute resolution. The report references relevant legislation and legal precedents to provide a comprehensive understanding of the legal considerations in these commercial transactions.

Running Head: FINANCE AND SECURITY
FINANCE AND SECURITY
Name of the Student
Name of the University
Author Note

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Table of Contents
Answer to Question 1.................................................................................................................2
Answer to Question 2.................................................................................................................5
Reference....................................................................................................................................7

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Answer to Question 1
As the Licensed Conveyancer, the list of all the requirements that has to be satisfied
for ensuring the client for complying with the relevant registration and is well covered with
all the aspects of the sale are provided. The client is having the premises in the retail
shopping complex that is in size of 150m 2 that are subject to the five year lease having two
years for running, who wish for selling their small business that is in the name of Jungle
Gyms Coffee1. The sales include goodwill, stock in hand and plant and equipment. Following
are the requirement that has be fulfilled:
 The Conveyancers Licensing Act provides that the conveyancer should act on the
purchase and sale of the business.
 The business that is owned by the individuals then is must requirement of transfers the
assets by itself.
 The transfer and valuation of every assets of business have to be separately
considered. Other considerations includes warranties to income or warranties as well
as regulations of local government2.
 The covenants restrains vendor from the competing with business that concerns the
areas of potential problems for purchaser of business. However, the vendor should
must care for not infringing the legislation like Trade Practices Act as well as it is the
fertile sources of the litigation.
 In the case of leased premises to the business, the purchaser have to ensure that the
lease have to comply with the legislation of Retail Leases Act in case if applicable,
the lease is in the order of formally as well as registered if necessary and the consent
1Conveyancers Licensing Act 1995 No 57. in , , 2019,
<http://classic.austlii.edu.au/au/legis/nsw/num_act/cla1995n57263.pdf> [accessed 17 June 2019].
2 Widener, Michael N. "Begone, Euclid: Leasing Custom and Zoning Provision Engaging Retail Consumer
Tastes and Technologies in Thriving Urban Centers." Pace L. Rev. 35 (2014): 834.

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of landlord to sublease has been obtained. The transfer of the premises should be
undertaken by the separate contract in the usual fashion.
 The standard contract of business referred in the clause as including of inter alia: plant
as well as plant are forming part of business. The provisions are made for asset price
and apportionment of the contract. Separate apportionment schedule should be made
by the equipment. It is not mandatory for using the standard contract, although, it
presents the examination of major issues that is involved in the selling and purchasing
the business. It requires for dale of land, parties that are free for amending the most of
the provisions of standard contract for suiting the particular circumstances.
 For the sale of business, the contracts is necessary for ensuring that there should not
be applying of the vitiating factors. There must be existence of the agreement. There
must be the capacity of the parties for entering into the agreement and that should be
supported by the considerations and well as it should not have been indulged in any
kind of fraud, misrepresentations or the undue influence. There must be relevant
statutory factors such as under the Corporation Law, there is regulation of any of the
offer to public for the purchase. Moreover, Trade Practices Act limits on the foreign
investments by offending the provisions of anti-monopoly3.
 Prior entering into contract, the considerations of the buyer should be on the form of
the business structure that is to acquire the business.
 The leased premises to the business and the purchaser of the business have to ensure
that the leases complies with the legislation such as Retail Leases Act, the lease is
formally and registered if it is necessary and the consent of the landlord to the
sublease or assignment obtained.
3 Catton, Darren J. Should retail lease legislation in Australia be simplified?. Diss. Queensland University of
Technology, 2017.

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 There is no business that identifies the business that is separate from collection of the
assets that makes each components of business to be considered separately. The
matters that are considered as the assets of the business are good relationships with
the key members of the staff, introductions to the important and essential customers of
business with whom there is beneficial personal relationship and the ability for
preventing the vendor from the establishment of the business in the competition of the
business to be sold.
 In relation to the purchase and sale of the business, there are no any specific
definition, moreover, it is referred as making the business attractive to the customers.
Apportionment of the price of assets that includes goodwill is provided by the
standard contract. Goodwill is equal to subtraction of assets from purchase price4.
The interest of the purchaser for ensuring the payment to the trade creditors even though
having no obligations for the debt for retaining good relationship with the suppliers. For
serving the interest of the client, the conveyancer must acts on the purchase of the business
with the necessary expertise and knowledge.
Therefore, the all the above requirements that includes finance, guarantees and security
specifically in respects of Consumer Credit Code, protection of consumer and legislation
application such as Trade Practices Acts, structures of business, applicability of legislation of
income tax as well as commercial leasing that includes subleases and assignments that needs
to be satisfied for selling Jungle Gyms Coffee.
4 Singh, Amit Kumar, Ashutosh Sharan, and Mayank Prakash. "Routing systems and methods for use at retail
premises." U.S. Patent Application No. 15/864,022.

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Answer to Question 2
The legislation that is covered under the situation of leasing of the retail space to
Simone by the owner Thomas is Leases Act 1994. Following are the requirement that have to
be followed for satisfying the legislative lease by Thomas are as follows:
 During the negotiations of lease, the conveyancers that acts for the lessee or lessor
must be clear regarding the governance of the transactions by the legislations of the
retail leases because it will affect the leases procedures and formalities, conditions of
lease, rent reviews, minimum terms of lease, options for reviewing and remedies that
is available to parties.
 The acts applies for the term of lease of the business as the term of lease last for three
years.
 The agreement of the lease is for the wedding and for the wedding the reception
venue, hence, it should not be violated by the Simone.
 The act provides the capability of the assignment of all the retail shop leases as well
as the consent to the assignment that can be withheld if proposed assignee wants for
changing the uses of the premises, has the financial resources or the retailing skills,
which are inferior to assignor as well as if there is no compliance of the procedures
for obtaining the consent for the assignment5.
 The lease should contain the provisions that allows the lessor for refusing the consent
for subletting in the absolute discretion of lessor. Hence, lessor may or may not
sublet. It is because any of the qualified or absolute prohibition on the subletting,
premises may be sublet6.
5 Yoon, Hyoungsoo. "Rental method and system among multiple parties." U.S. Patent No. 8,682,804. 25 Mar.
2014.
6 Fatima, Mateeha. "Differences and similarities between Ijara and conventional operating
lease contracts." Market Forces1.4 (2016)

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 There is the requirement of the lessor for advising the tenant that is at least prior to the
5 months from the lease expiry as whether there is proposal of offering the new lease.
However, it does not apply in case of lease that contains the option for renewing or
extending.
 The lessor should must not requires the tenant for supplying the periodic turnover of
the figures until and unless lease provides the working out the rent by the reference to
the turnover7.
The rights of Simone in respect of the leased space are as follows:
 The lease should must specify the method for determining the outgoings as well as
what are the things that constitute the proportion of lessee.
 The lease retail shop should include the provisions that prevents or limits the claim for
the compensation under Act for the disturbance to the business of lessee.
 The Act that specifies the procedures for the resolution of the dispute. The act
specifies that all the disputes concerning to the retail tenancies, that is irrespective of
the commencement should must be mediated before it is being heard in the Court8.

7 Choumert, Johanna, and Pascale Phelinas. "Farmland Rental Values in GM Soybean Areas of Argentina: Do
Contractual Arrangements Matter?." (2015).
8 Leases (Commercial and Retail) Act 2001. in , , 2019, <http://file:///C:/Users/admin/Desktop/2001-18.PDF>
[accessed 17 June 2019].

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Reference
Catton, Darren J. Should retail lease legislation in Australia be simplified?. Diss. Queensland
University of Technology, 2017.
Choumert, Johanna, and Pascale Phelinas. "Farmland Rental Values in GM Soybean Areas of
Argentina: Do Contractual Arrangements Matter?." (2015).
Conveyancers Licensing Act 1995 No 57. in , , 2019,
<http://classic.austlii.edu.au/au/legis/nsw/num_act/cla1995n57263.pdf> [accessed 17 June
2019].
Fatima, Mateeha. "Differences and similarities between Ijara and conventional operating
lease contracts." Market Forces1.4 (2016).
Leases (Commercial and Retail) Act 2001. in , , 2019,
<http://file:///C:/Users/admin/Desktop/2001-18.PDF> [accessed 17 June 2019].
Singh, Amit Kumar, Ashutosh Sharan, and Mayank Prakash. "Routing systems and methods
for use at retail premises." U.S. Patent Application No. 15/864,022.
Widener, Michael N. "Begone, Euclid: Leasing Custom and Zoning Provision Engaging
Retail Consumer Tastes and Technologies in Thriving Urban Centers." Pace L. Rev. 35
(2014): 834.
Yoon, Hyoungsoo. "Rental method and system among multiple parties." U.S. Patent No.
8,682,804. 25 Mar. 2014.