HI6027 Business and Corporate Law: Contract and Partnership Case Study

This assignment is a case study analysis of Business and Corporate Law, addressing two key areas: contract law and partnership law. The contract law section examines a scenario where a supplier, Gary, faces potential liability for failing to fulfill a contract due to unforeseen circumstances (property acquisition by the government). It explores the doctrine of frustration, concluding that the contract was discharged, and Gary is not liable. The partnership law section analyzes a business partnership (LuSeKo) involving Seamus, Koo, and Lucy. It addresses issues such as the existence of a partnership, the obligations of partners (including Lucy's potential breach of duty through outside work), and the consequences of a partner's death. The analysis applies relevant sections of the Partnership Act 1963 to determine liabilities, rights, and the dissolution of the firm. The document identifies the need for legal actions against the firm and the identification of the firm's property for loss appropriation.

Business and
Corporations Law
Contract and Partnership

Contract Law Issue
 whether any liability has been incurred by Gary with respect to the
performance under the contract for the supply to the apartment
developer.
 Whether there has been any right pertaining to the apartment
developer for enforcing the terms contained in the contract.
 Whether the contract can be treated to be discharged.
 Whether the contract has been terminated by frustration.

Contract Law Rule
 A valid contract, which has been created effectively, forms the obligations of the
parties to the same to be legally enforceable and the parties are bound to carry out
their part under the contract.
 However, there are certain instances, under which the obligations with respect to a
contract might come to an end.
 This is known as the discharge or the termination of the contract.
 The laws relating to contract delivers six methods in which a termination of the
responsibilities and rights under the contract can be effected.

Contract Law Rule
 The rights and liabilities under the terms of the contract may be extinguished by
discharging the contract by way of performance of the terms created under the
contract.
 The contract may also be brought to an end by virtue of any term that has been
contained in the contract the fulfilment of which will render the contract to be
discharged.
 The parties involved in the contract may also effect a termination of the same with the
aid of an agreement in the same way as was made during the formation of the same.
 Any contravention or violation of any of the terms of the contract by the parties to the
contract may also result in the termination of the same.
 Sometimes the imposition of sudden statutory prohibition may also render a contract to
be discharged.
 The principle of frustration is yet another way of bringing a contract to an end. A
contract can be discharged applying the doctrine in relation to frustration.

Contract Law Application
 This tender has resulted in a contract for supplying metal frames to
commence within a period of six months.
 prior to the commencement of the work under the contract the
government has made an acquisition of the property that Gary has
been holding on lease for the East-West Tunnel Link project.
 This would require a new factory to be set for acting upon the
contract that has been obtained under the tender, which will require
another six months. This comes under the purview of the doctrine of
frustration.
 the contract has been discharged by the doctrine of frustration, and
no liability has been incurred by Gary with respect to the performance
under the contract for the supply to the apartment developer.

Contract Law Application
 Hence, it can be stated that any liability has been incurred by Gary
with respect to the performance under the contract for the supply to
the apartment developer.
 There has been no right pertaining to the apartment developer for
enforcing the terms contained in the contract.
 The contract can be treated to be discharged.
 The contract has been terminated by frustration.

Contract Law Conclusion
 Gary cannot be held liable for the performance of the contract to
supply the apartment developer.
 The apartment developer has no rights to enforce the terms of the
contract.
 The contract has been terminated.
 This can be treated as frustration of the contract.

Corporation Law Issue
 Whether there is a partnership between Seamus, Koo and Lucy.
 Whether Lucy and Koo are required to make payment for the ride-on
mower.
 Whether any of the duties of a partner has been contravened by Lucy
as a result of her weekend work.
 Whether FastCut can spot the individuals who has been conducting
the business under the name of Luseko.
 Whether any consequences will follow the death of Seamus with
respect to the partnership.

Corporation Law Rule
 The law relating to partnership prevailing in Australia is been governed by the Partnership Act 1963.
 The word partnership has been defined in the Act under section 6. Partnership involves two or more than
two persons who has been carrying out a business, which is common with respect to all the participants
with the perspective of making profit.
 Section 9 under the Act contains provision with respect to the powers that the partners have with respect to
creation of transaction under the name of the firm, which would be rendered to be binding upon the firm.
 An obligation would be incurred by the partners to make disclosure of true and proper records and account
that has the effect over the firm or other partners as provided under section 33 of this Act.
 There is an obligation incurred by every partner for the purpose of disclosing any private profit that might
have accumulated to him beyond the authorisation extended by firm or in the absence of knowledge that
the other partners have making use of the property pertaining to the business of the firm or the firm itself or
the firm name under the Act, section 34.
 A partner is restrained from undertaking a business, which is similar to that of the firm and offering
competition to the firm under the Act in section 35.
 The result that might follow with respect to the partnership in case of the death of a partner has been
contained under the Act, section 38.
 The property of the firm can be identified to be any property whose ownership is jointly held by the partners
and construes to be the property belonging to the firm.

Corporation Law Application
 This can be construed to be a partnership as all the partners are participating in the
business of the firm and they have been doing the same jointly using the joint
property of the firm.
 This would imply that the contract would be binding upon the firm and upon other
partners.
 A separate business has been run by Lucy and she has been serving the regular
clients of LuSeKo.
 This makes Lucy liable for the contravention of the duties that she has for the
purpose of being a partner. She will be required to remit the profit she has been
earning from that business to the firm.
 FastCut needs to contact ASIC for discovering the individuals who are operating the
business under the firm name LuSeKo for the purpose of taking legal actions
against the firm.
 The death of Seamus will result in the dissolution of the firm.

Corporation Law Conclusion
 There is a partnership between Seamus, Koo and Lucy.
 Lucy and Koo are required to make payment for the ride-on mower.
 The duties of a partner has been contravened by Lucy as a result of her
weekend work.
 FastCut can spot the individuals who has been conducting the business
under the name of Luseko by contacting ASIC.
 The death of Seamus will result in the dissolution of the firm.
 The identification of the property pertaining to the firm can be made by
assessing whether the property is hold under the joint name of the firm
and used for the purpose of running the business of the firm. The
property belonging to LuSeKo can be utilised for appropriating the
losses.