Business and Corporate Law Assignment

Context:

This assessment allows students to solve practical problems that arise from a fact scenario and to give appropriate advice to clients.

Instructions:

There are five case studies you are required to critically analyse.

With respect to each case study:

1. Identify the legal issue(s) arising from the facts of the case study
2. Identify the appropriate legal rules that requires discussion in the case study
3. Apply the law to the facts of the case study
4. Reach a conclusion/ give practical advice to your client.
5. Your analysis should refer to appropriate cases and statutes and be referenced using the APA Reference system.

Submission is through SafeAssign by 11.55 AEST Sunday of Week 9 of the relevant trimester

Question 1 (20 marks)

Policarp has recently decided to open up a consultancy business near the city. He has identified appropriate premises and immediately gets into negotiation with Buddy, the landlord, where he would lease the commercial property for a period of five years. Policarp proposes to demolish some of the interior walls to allow for better lighting and to then fit out the space to suit the modern image that he desires for his business.

Policarp and Buddy agree that the work would be completed in one month. It is agreed that once lease agreement is signed Policarp can commence the work in preparation to move into the premises. Policarp signs his part of the agreement and sends it to the offices of Buddy’s solicitors. He then commenced the work to demolish the walls and fit out the premises. Three weeks later as Policarp was about to complete the fit out of the premises, he learns that Buddy has yet to sign the agreement and has in fact entered into negotiations with Simon with a view to leasing the premises to Simon.

Policarp has completed a substantial amount of work and is preparing to move in. He has in fact printed all his stationery. He approaches Buddy who says that there was in fact no contract and that he is likely to lease the premises to Simon. Policarp is distraught and seeks your advice

REQUIRED:

With reference to relevant legal principles, use the IRAC legal problem-solving approach to advise Policarp on whether he is able to enforce the agreement with Buddy and the remedies that may be available to him. Use appropriate case law in support of your answer.

(20 marks)

Question 2 (20 marks)

Sharon owns a vintage furniture store in the southeast of Adelaide. There are a few such store scattered in the area. Sharon’s store imports vintage furnishings from various European countries. Sharon recently completed a very successful end of year sale and now hopes to replace old stock with new stock from overseas. She already placed an order for the stock some months ago and she needs the new season furnishings urgently. The sale went very well and 70% of her stock was sold. She is aware that if she does not get the new stock in on time from overseas, she will lose a lot of money in sales. Her cash flow will be adversely affected and she will not be able to pay her rent, telephone and electricitycosts. She will also struggle to meet employee salaries and the substantial payments on her overdraft with her bank. In fact, if her order from overseas is not delivered on time to her business, Sharon is likely to face bankruptcy.

She contacts the delivery company, International Freight Pty Ltd, with which she has been dealing for a number of years. Daud is the director and owner of this company. He is now aware of Sharon’s financial problems and instead of charging his company’s normal delivery fee of $6,000 per delivery, which the parties have already agreed upon, Daud now advises Sharon that his company cannot deliver the goods for the agreed price and that if she wants them, she will need to pay $12,000 per delivery. Sharon is very unhappy with this news but reluctantly agrees because of her desperate financial position.

It takes three delivery trips for the goods to be received at Sharon’s business and she pays the higher price for each delivery. The total payment is $36,000. Sharon is distressed and seeks your advice.

REQUIRED:

With reference to relevant legal principles, use the IRAC legal problem-solving approach to advise Sharon as to her common law rights against Daud and/or International Freight Pty Ltd. Use appropriate case law in support of your answer.

(20 marks)

Question 3 (20 marks)

Eleanor is a major shareholder in Old-Stars Pty Ltd. Eleanor and has noted that the company maintains the old-fashioned ‘memorandum of association’ which has been prepared for Old-Stars Pty Ltd.

The objects clause as drafted, limits the objects of the company to the development, manufacture and sale of motor vehicle batteries. Eleanor believes that the research work that Rahim is doing (and future technology which may be developed as the full implications of Rahim’s work are realised) may have spin-offs into a number of related areas including dynamos for driver-less electric cars. Eleanor has spotted an opportunity that may allow the company to enter into a contract with likeminded companies for the development of state-of-the-art dynamos that will be compatible with all types of electric cars. She is however concerned that the narrowness of the ‘memorandum’ may hamper the company’s ability to move into the emerging lucrative area and also the development and commercial exploitation of the dynamos which the company’s ongoing research may uncover may not be pursued lawfully.

Eleanor has read that there is no legal reason to have a memorandum or articles, even if they are now called a corporate constitution. The company’s research may also expose potentially exploitable products or secret processes in other areas related to artificial intelligence. When Eleanor raised these concerns with the company’s other shareholders, they told her that they had been advised by the lawyers that this was the standard form for their companies, and that there was no cause for concern. Eleanor is not convinced.

REQUIRED:

With reference to relevant legal principles use the IRAC legal problem-solving approach to advise Eleanor of the company’s position regarding any new contracts that it may enter in connection with the development of dynamos for driver-less electric cars and also explain how the replaceable rules may be of use to the company in the future.

(20 marks)

Question 4 (20 marks)

Lawrence is 35 years old. He is employed at the packaging warehouse of Mega-Shop Pty Ltd, a successful online retailer. Lawrence was injured on his back in 2021 when he was lifting a heavy box to load onto a delivery truck for dispatch. He had to go through spinal surgery and was off work recuperating for nine months. He was fully compensated for his injury and returned to work in 2022.

Mega-Shop was aware of the injury and the operation. Towards the end of 2022, Lawrence began to complain that his back was getting sore again. He was instructed by Mega-Shop not to lift heavy things and to be careful. Mega-Shop went ahead and provided a hydraulic lifting machine to assist him to carry out his job. After a few weeks Lawrence stopped using the machine because he thought it was slowing him down. He continued to lift and load the boxes by himself.

In March 2023 online sales drastically increased and Lawrence had significantly more boxes to lift and load onto delivery trucks. He injured his back again and once again had to go through surgery. The nature of his back injury has left him unable to lift anything heavy and he is now unable to work again in the packaging industry.

REQUIRED:

With reference to relevant legal principles use the IRAC legal problem-solving approach to advise Lawrence as to whether he would be successful in negligence against Mega-Shop. Please explain fully, using relevant legal authority.

(20 marks)

Question 5 (20 marks)

Rachel is an executive working for a large pharmaceutical company which has recently transferred her to an overseas branch to manage the roll out of a global vaccine. She decides to leave the apartment where she lives and to put her household goods in storage. She contacts a company known as Pack-n-Store Pty Ltd, which specialises in the storage of goods. The company agrees to store Rachel’s goods for the period she will be away.

Before signing the contract of storage, Rachel asks about the condition of the building in which her goods will be stored. She has heard about recent floods in the state and just wants to be sure that her goods will be safe. The company manager replies: “Our building is in excellent condition. We built it only two years ago and we used the best building materials. Your goods are safe with us.”

Rachel decides to enter into a written contract with the company and stores her goods with them. The contract which she signs does not, however, say anything about the condition of the building, nor does it make any reference to the other statements made to Rachel by the company manager concerning the quality of the building materials.

Some months later, the company telephones Rachel at her new place of work and advises her that her goods have been badly damaged due to recent heavy rainfall which caused water to enter the building in which Rachel’s goods have been stored, and to damage them. The reason for the entry of the water into the building is that the building was badly built, and poor building materials were used. As a result, the building’s foundations sank when the heavy rainfall fell, thereby causing a large gap between the bottom of the doors to the building and the floor of the building where the goods were stored.

Rachel now wants to sue the Pack-n-Store Pty Ltd for the loss she has incurred as a result of the damage to her goods.

REQUIRED:

With reference to relevant legal principles use the IRAC legal problem-solving approach to advise Rachel of her legal position at common law against the storage company and discuss what remedies would flow from them. Give full reasons and use any relevant case law. Do not consider any statutory rights.

(20 marks)