TLAW607 - Business and Corporations Law Final Exam Solved Paper

This document presents the final examination paper and solutions for the Business and Corporations Law course. It includes multiple-choice questions covering topics such as sales of goods, implied conditions, and consumer rights. The short answer questions address challenges faced by company directors, organizational structure decisions, legal procedures for starting a convenience store in Australia, corporate constitution requirements, and fiduciary duties of good faith. The problem questions involve scenarios concerning breach of contract, legal obligations related to promises, lease agreements, and implied contract terms. The solutions provide analysis and application of relevant legal principles to each scenario.

FINAL EXAMINATION
DO NOT START UNTIL INSTRUCTED TO DO SO
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Student ID: Student Name:
Unit: TLAW607 (Non Award Unit Study)– Business and Corporations Law
Date: 07/12/2021
Time Allowed: 3 hours
Total Number
of Questions:
Part A Multiple Choice Questions (10 MCQs-10 marks)
Part B Short Answer Questions (5 questions - 40 marks)
Part C Problem Questions (5 questions - 50 marks)
Total Marks: 100 marks
Instructions:
1. Students are required to follow all instructions given by the Examination
Supervisors on Zoom conference.
2. All answers must be typed in the answer booklet provided on Moodle.
3. Type your name and student ID in the top section provided.
4. This is an open book exam
5. Mobile phones and unauthorized personal electronic devices must be
switched off and kept away from physical contact.
6. Any attempt to use mobile phones, cheat, copy and/or help a fellow student
may result in your immediate expulsion from the examination, the
cancellation of your exam and a FAILURE mark issued against you for the
unit.

Type your answers from this page:
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Part A
Question: 1
Ans 2- Delivery of the goods will usually take place at the buyer’s place of business or residence.
Question: 2
Ans 4 Where there has been a breach by the seller of an implied condition, the buyer may elect to
waive the breach.
Question: 3
Ans 4The goods are of merchantable quality
Question: 4
Ans 3 The income earned by the buyer
Question: 5
Ans 2 The buyer must rely on the judgment or skill of the seller.
Question 6
Ans 2 The goods will be free from any defect that would not be apparent on a ordinary examination
of the sample.
Question 7
Ans 4. C and D
Question 8
Ans 2. Conduct likely to lead into error the relevant section of the public
Question 9
Ans 1. The defects were drawn to the attention of the consumer before the contract was made.
Question 10
Ans 2.
Part B
Question 1
There are several challenges which are required to be taken into practice by director in turn
suitable course of action to improve performance can be derived. Company give emphasis on
foreigner employees than local for accomplishing the roles and responsibility. The company is facing
the fear of getting takeover due to larger possibilities of getting takeover of Red and termination of
employment by Blue. These can lead firm to face number of barriers for having successful operating
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which comprises lacking a good motive for proceeding functioning, exogenous risk, losing trust
among investors, inadequate functioning by losing position in market. It is essential for director to
focus on having focus on overcoming such these risks so that obligations like insolvency, less
effective management, non-optimum utilization of resources, etc. ((Doerfler and et.al., 2019)). it can
result in possibilities of arising any legal due to improper utilization & management of funds.
Question 2
It is highly important for the organization to pay attention on having significant decision by
making an appropriate structure which depends on having size & type of business which is
significantly capable of having compliance with prevailing circumstance. There is systematic
procedure which required to be taken into consideration by business in turn proper level of ability to
avoid any irrelevant legal obligations. The procedure usually focuses on having evaluation of few
factors so that relevant evaluation can be done to have one of the beneficial structure (Brok, 2018). It
involves evaluating number of owners, checking liabilities & personal risk, controlling business
decision., ability to raise funds, registration and maintenance cost, credibility, continuity of existence
structure, etc. In addition to this, taxation structure, etc. are required to be evaluated. It comprises
sole proprietorship, partnership & company which can be selected according to level of benefits
derived.
Question 3
In Australia there is requirement to follow proper procedure which can allow operator to comply
with prevailing laws and regulations. Convenience stores require considerable amount of capital to
acquire store h premises & inventory to sell. The legal procedure for starting the specified type of
store involves having right location by checking Australian business license and information service
website by taking help of lawyer (Neumann, 2019). In addition to this, having goods & services
selection through investigating its legality in turn better ability to incline profitability &
sustainability can be derived. It as well focuses on additional licenses for selling tobacco or alcohol,
foods, medicine, etc. opening hours are needed to be decided. The registration can be done by
completing legal technicalities of trade license through having pan card, bank statement of
establishment, certificate, premises proof, front facing photo graph, etc. so that proper establishment
according to specified act prevailing in Australia can be derived by following mentioned registration
form.
Question 4
Corporate constitution sets out certain rules which are required to be followed by particular
company in order to gain significant ability to have relevant functioning. The corporate constitution
for Happy coffee shop is as follows:
Corporate constitution of Happy Coffee shop
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Name of company: Happy Coffee Shop
Purpose statement: the purpose of the coffee shop is to impart different hot and cold beverages to
consumer to satisfy their needs.
Membership
Section A: the members of the company will include top management involving directors,
owners, and senior manager.
Section B: all the dues need to cleared within the time frame of 2 months from the data of issue
Section C: in case the employees and members of board are not following the employee guide
and any responsibility will be breached then they will be terminated from the company.
Section D: in case due to some reason the employee is revoked by their membership of at least
two third of the executive board of director then they will be removed from the membership.
Question 5
The fiduciary duty of good faith is being referred to principle which director and officer
belonging to a corporation must be acting with consciousness relating to their responsibilities as
fiduciaries. As per section 181 of the Corporation act, it is the civil obligation over the directors and
secretaries to exercise their power in good faith that is benefit of company. the board of directors and
the other official must always work in the benefit and welfare of the company. In case the board of
directors will be benefitting their own interest or will be involving the interest of any third party
other than company then this will be breach of their duty. The reason pertaining to the fact is that in
case the director will not be performing this duty in good faith then this will lead to breach of duty.
PART C
Problem question 1
In the present case, after the strike the owner refused to pay but they were in contract that the
force of police will be living at mine and their services will be paid for a specified rate. But in the
end after the strike the owner refused to paid which can be implied as breach of contract. In this case
the owner need to pay to the police as they have agreed to the contract. The legal circumstance
within this situation of the owner is to pay the necessary amount or the amount specified to the
police. On the other hand, the legal circumstance from side of police is that they can claim the
compensation and the amount in full from the owner (Tyrer, 2017). Along with this, the police can
also ensure the specific performance is being finalized which act as an order which directs the
breaching party to perform or carry on which the key terms of contract in some other particular
manner. Along with this, injunctions can also be ordered from the directing party to not perform
anything.
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Problem question 2
In the present case the legal obligation of Olivia is to pay the council with the $50. The reason
pertaining to the fact is that in case the promise is being made then also the party has to fulfil it.
Thus, in the present case, as the dog was returned by the council, Olivia promised to pay $50 by
becoming overjoyed. On the other hand, the legal right and obligation of the council is to claim the
$50 from Olivia as she promised to pay the amount. In case Olivia does not fulfil her promise and
refuses to pay the money then in this case council can also file a suit against Olivia. In against of this,
the right of Olivia was that first she had to confirm that the dog is her only and not any other (Crous
and et.al., 2021). This is particularly because of the reason that she has no sense of smell but is
overjoyed to see the dog. Thus, in this present case she must have first analyses and evaluated that
the dog is correct and then only must have promised to pay money to the council. This was necessary
as in case the dog was not correct than nothing could have been done as she has already promised to
pay the money.
Problem question 3
A
In the present case, earlier the lease contract for established for 2 years and after sometime due
to some reason Denis left the kiosk and refused to pay the further rent. In case the Pitta city council
sue him then there are not any basis on which Denis can justify the refusal of payment. The reason
pertaining to the fact is that there was a contract for two years and as per the Australian contract law
it is specified that the contract must fulfil all the consideration of the contract (Nettelbeck and Ryan,
2018). Hence, on this basis the contract was signed for two years and for this specified period of time
both the parties cannot breach the contract. But in present case, a coal dump was established and due
to this the area of kiosk was losing their visibility and also grime on kiosk were created. Thus, in this
case, Denis cannot refuse to make the payments of further rent.
B
In case instead of coal dump, a sewage disposal had been established then also this would have
been affecting the business as well. In this case it might be possible that the visibility of the business
might not be lost but this could have impacted the working condition. This is particularly because of
the fact that due to the sewage disposal there might be very unhygienic and dirty places and this
could have affected the business of Denis as well. along with this, due this unhealthy and unhygienic
infrastructure and environment near the kiosk no consumer will be liking to go to the place and buy
product and services. Hence, this might result in decline in sales of the kiosk. Thus, this
establishment of sewage disposal will also lead to reduction in business of the company but this will
not reduce the visibility of area.
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Question 4
i.) It can be argued that terms cannot be implied into a contract which allows State rail authority to
provide time extension. There are five basic conditions which need to exist in order for a term to
become implied automatically. These five conditions are that: It should be reasonable and equitable;
In order to generate business efficacy, it might be necessary which ensures that any term cannot be
treated as implied if contract can be effectively executed without it; it should be obvious; must
express clearly and should not contradict with any express term of contract (Goldberger, 2019).
Hence, it can be argued that in the present case there was no implied terms because it did not suit
either of the five conditions.
ii.) The legal performance of the contract was agreed upon the court by declaring that contract had
been frustrated by injunctions i.e. there was no violation of terms on behalf of any of the parties and
yet Codelfa had failed to complete the contract. However, since both the parties were under the
assumption that work would continue for 24/7 and in case of injunctions, appropriate authorities
would indemnify Codelfa. In this also however, court held that frustration due to injunction could not
be held admissible in context of unilateral intentions of both the parties (Pearson, 2017). Hence, the
legal condition of performing work for 24/7 hours was considered by the court and it was announced
that Codelfa is legally entitled to be paid whatever amount was pending after granting of injunction.
Question 5
Issue: The problem here is the fact that Margaret had entered into a contract with Program A and she
was bound to this particular program without being allowed to act as presenter for any other channel.
However, she entered into contract with Program B thus leading to breach with Program A.
Rules: As per the Australian Contract Law, breach arises when either of the party fails to fulfil the
terms and conditions that have been agreed upon in the contract signed between both of them. The
non-breaching party is entitled to receive the claims for which they are entitled and they can file for
the same in the court (Catchlove, 2017). In this case, material breach has occurred and Program A is
eligible for claiming compensation from Margaret.
Application: Here, it can be said that since Margaret violated one of the basic conditions that was set
in the contract, it can be easily said that the breach occurred from Margaret’s part (Daly, 2018).
Further, it can also be said that Margaret had signed and agreed to not act as presenter for any other
channel while she was in contract with Program A (Barnett, 2018). Despite this, she switched to
Program B and this indicates breach from her part making her liable for compensation.
Conclusion: Hence, Program A can claim either compensation from Margaret or convey her to act as
presenter for Program A and switch back. These are the best two alternative available to Program A.
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It will also help in claiming the rights and goodwill damage which might have been incurred with
Margaret.
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REFERENCES
Books and Journals
Barnett, K., 2018. A critical consideration of substitutive awards in contract law.
Brok, P., 2018. Corporate structure, international tax spillovers and capital structure. Unpublished
Working Paper, Tilburg University.
Catchlove, P., 2017. Smart contracts: a new era of contract use. Available at SSRN 3090226.
Crous, P.W., Lombard, L., Sandoval-Denis, M., Seifert, K.A., Schroers, H.J., Chaverri, P., Gené, J.,
Guarro, J., Hirooka, Y., Bensch, K. and Kema, G.H.J., 2021. Fusarium: more than a node or a
foot-shaped basal cell. Studies in mycology, 98, p.100116.
Daly, A., 2018. The introduction of data breach notification legislation in Australia: A comparative
view. Computer Law & Security Review, 34(3), pp.477-495.
Doerfler, P. and et.al., 2019, May. Evaluating login challenges as adefense against account takeover.
In The World Wide Web Conference (pp. 372-382).
Goldberger, J., 2019. Implied contracts and implied terms-part 2 of 3. Commercial Law Quarterly:
The Journal of the Commercial Law Association of Australia. 33(3). pp.12-32.
Nettelbeck, A. and Ryan, L., 2018. Salutary lessons: Native police and the ‘civilising’role of
legalised violence in colonial Australia. The Journal of Imperial and Commonwealth
History, 46(1), pp.47-68.
Neumann, K., 2019. In Search of “Australia and the Australian People”: The National Library of
Australia and the Representation of Cultural and Linguistic Diversity. In Remembering
Migration (pp. 285-299). Palgrave Macmillan, Cham.
Pearson, G., 2017. Further challenges for Australian consumer law. In Consumer Law and
Socioeconomic Development (pp. 287-305). Springer, Cham.
Tyrer, S., 2017. An Australia-Indonesia arrangement on refugees: Exploring the structural, legal and
diplomatic dimensions. Adel. L. Rev., 38, p.113.
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