Business and Corporate Law - Question 1

Issue

Whether Malcolm is under any contractual obligation amid Linda and Cynthia?

Rule

As per the facts of the case, the rule applied here deals with the contractual obligation specified under the Australian contract law.

Application

According to the facts of the case, Malcolm who is willing to sell his sports car approaches Linda for sale. He approached Linda by way of Letter which is considered to be the type of open offer to buyer. Here, the buyer requests for the time to come to any conclusion. In this case as the offer is open the letter process may be followed by the Malcolm to various individuals for a fixed cost of 4500. By this way it does not make contractual obligation on Malcolm in order to wait for the reply from the buyer till the particular time[1]. Furthermore, the Malcolm was approached by the Cynthia for buying the sports car. Cynthia accepted the offer at a cost price of 5000 to which Malcolm accepted the offer at an immediate effect. As per the above facts, it can be said that seller is not under any contractual obligation as he has already given specified time for the decision but it does not abide seller to stop him from accepting the another consumer for the sale of the sports car[2].

Conclusion

It can be concluded that as a duty of obligation he has communicated the message to Linda before the sale of the car as per the given facts. Therefore, the seller is not contractually obliged to Linda as well as Cynthia as on the ethical grounds he has done his duties very well[3].

Business and Corporate Law - Question 2

Issue

Whether the agreement amid Modern Media Sounds and Concert Sales Pty Ltd was a partnership or joint venture?

Rule

As per the law, joint venture is considered to be the sort of Business Corporation in which two or more than two companies collaborate together for a precise motive in order to accomplish a specific task or project. The formation of venture can vary in nature it can be temporary or non- permanent. Partnership can be determined as the corporation module in which two or more than two persons collaborate together in order to undertake a legal commerce and have agreed to share the gains and losses of the business[4].

Application

A partnership can be formed by two or more than two persons who are competent to establish a lawfully recognized collaboration for the motive of formulation a commerce. A joint endeavor, then again, can be people or substances, for example, companies, or even governments and organizations. Association is arranged towards maintaining a business or long haul venture and making a benefit. Joint endeavors, then again, are intended to achieve a particular objective. Each party contributes their offer to a settled upon task[5].

Applying above principles to the given circumstance we can induce that Concert Sales Pty Ltd is a limited organization and it cannot be involved with association and furthermore the reason concurred is to fund and deal with the visits by Concert Sales Pty Ltd and Modern Media Sounds individually. It demonstrates explicit objective yet not a long term business[6].

Conclusion

From the above application the understanding between Modern Media Sounds and Concert Sales Pty Ltd was a joint endeavor and not a partnership.

Business and Corporate Law - Question 3

Issue

Whether the Josie is competent to amend the memorandum of association?

Rule

In Australia, an organization's inner administration and activities can be represented by the replaceable guidelines set out in the Corporations Act 2001 (Cth).

Application

An organization constitution, or a mix of both. Moreover, the investors may go into an investors understanding, a different agreement with respect to the administration of the organization. Before 1 July 1998, the organization constitution was known as the notice and articles of association. Numerous organizations consolidated before 1998 despite everything have a memorandum of association and articles of association and these are as yet substantial[7].

The memorandum of association and articles of association comprise of two separate archives. These are the:

  • Memorandum of association; and
  • Articles of association.

Memorandum of Association

The memorandum of association sets out:

  • The name of the organization;
  • The share capital structure;
  • Its objects; and
  • The risk of its investors.

The organization could not play out any activities outside of, or any activities conflicting with, the items set out in its reminder of association. Organization enactment likewise sets out how to actualize revisions to the update of association.

As per the facts, Josie as an investor is pondering the advantage of the organization and that is the reason she is feeling that the organization ought not misfortune the chance to improve their business. Be that as it may, the organization has its memorandum of association, which denies it from advancement, production and offer of business computing gadgets. It is a corporate constitution and it cannot disregard its memorandum of constitution. Memorandum of association is a kind of report, which is legitimately enforceable and characterizes the degree of obligation the organization may have towards its investors[8].

The memorandum of association expresses the motives and extent of function of the organization and it is encircled at the time of registration of the organization. On the other hand if anybody disrupts the provisions of the memorandum of association, the executives will be held liable personally for this. The executives cannot act in their own way and need to comply with the laws expressed in the memorandum of association[9]. Henceforth, Josie needs to comprehend that the organization cannot go into the new contract for the improvement of faraway office the executives’ software except if there is an amendment being made in the memorandum of association. For making this amendment a unique perseverance must be passed by the partners to the workplace where the organization is enrolled.

Conclusion

Replaceable rules might be useful to the organization later on in the event that it would not like to follow any memorandum of association. It might keep some replaceable rules and furthermore can avoid such guidelines additionally and observe just the principles made under the memorandum of association. This issue of the organization's commitment in the enhancement, assembling and offer of business registering gadgets can be comprised for the organization's principles as replaceable law. However, it should prior have been referenced in the memorandum that such laws are permitted to be trailed by the organization. Thus, replaceable law can be useful later on.

Business and Corporate Law - Question 4

Issue

Whether Mr. Harry has right to get the contact information of all the members of the organization?

Rule

The rules which are to be implied in this case is Australian Corporations Act of 2001.

Application

In this case, section 249D of the Corporations Act 2001 (Cth) which states that the directors of an organization must conduct and assemble to hold a general meeting on the appeal of the members who have 5 per cent of the votes that must be casted on a general meeting. A similar force subsists for the shareholders to conduct and hold a meeting. Furthermore, section 249F of the Corporations Act states that the members who have 5 per cent of the votes to cast at general meeting may call and conduct to hold a general meeting[10]. The members attending the meeting must compensate the costs of both conducting and holding of the meeting. In relation to the case, section 249C of the Corporations Act states that the director of an unlisted corporation must conduct a meeting of the members of the organizations. It is a replaceable rule and may be restricted in the corporation rulebook. Furthermore, section 249C provides a similar provision for the listed organizations[11].

  • Request must express any purpose proposed at the meeting

In this case, section 249D of the Corporations Act 2001 (Cth) which states that the directors of an organization must conduct and assemble to hold a general meeting on the appeal of the members who have 5 per cent of the votes that must be casted on a general meeting. A similar force subsists for the shareholders to conduct and hold a meeting. Furthermore, section 249F of the Corporations Act states that the members who have 5 per cent of the votes to cast at general meeting may call and conduct to hold a general meeting[12]. The members attending the meeting must compensate the costs of both conducting and holding of the meeting. In relation to the case, section 249C of the Corporations Act states that the director of an unlisted corporation must conduct a meeting of the members of the organizations. It is a replaceable rule and may be restricted in the corporation rulebook. Furthermore, section 249C provides a similar provision for the listed organizations[13].

  • Request must express any purpose proposed at the meeting

The notice should set out all the objectives that should be set for investors. Depending on the provision if the objectives of the meeting are not properly integrated within the notice, the conference may be limited. It is recommended in the case law that if the intent within the investors' notice may not be legally binding at the conference, the directors of the association are entitled to discard that intent in the notice of the meeting. Where the intention is to eliminate the board, there are recommendations to be made in the application:

  • Appointment

In cases where investors ask for the entire board to be fired or the number of executives to be reduced to less than a third, investors should appoint their own directors to fill the position of deported management[14]. It is suggested that nominees should be included in the meeting notice first to ensure that low administrative costs are maintained. Where targets are set in such a way that they are likely to result in the majority of officials falling under three, this would be a violation of the Corporations Act and provide an opportunity for that notice to be nullified.

  • Acceptance

Section 201D of the Corporations Act requires people to give written consent to the organization before being given the position of chief executive of that organization. It was determined that permission to act as a director was withheld from the organization and the information of the meeting. It is important to ensure that the receipt contains all the details as set out in section 205B of the Organizations Act[15].

  • Removal

It is proposed that 203D notice be given before the 249D Assembly notice. However, the notice of the 249D Assembly must likewise set out all intentions to eliminate the director. Where the size and amount of Notice 203D is contained in the 249D Meeting Notice, it is incumbent upon the organization to refuse a request to convene a meeting as the relevant notice under section 203D has not been served.

As per the given facts, Mr. Harry is going to effectively crusade against the senior administration and top managerial staff because of Company's pitiable presentation. He needs to get the contact subtleties of all individuals so as to utilize intermediaries to remove Companies current Chairman. According to the principles, individuals have option to demand for a meeting in endorsed designs with their marks on it. Organization has the obligation to direct meeting inside 21 days of receipt of solicitation[16]. Subtleties of all individuals will be accessible at ASIC. The subtleties of individuals can be profited from enrolled office of the Company by giving a conventional solicitation.

For this situation individuals has the option to give demand for leading meeting according to above said rules and subtleties of individuals can be gotten from enrolled office of the Company, which cannot be dismissed for this circumstances[17].

Conclusion

Here, Mr. Harry can get the subtleties of individuals by giving a conventional solicitation, which will made accessible to him within 7 days of solicitation. Organization has no privilege in this circumstance to dismiss Mar Harry from getting subtleties of individuals as this is not an instance of dismissal.

Business and Corporate Law - Question 5

IRAC is a lawful critical thinking approach that is an orderly method of understanding the issue and finishing up it. IRAC works in certain means that are issue, rule, application, and conclusion.

Issue

Whether there is injury caused to the Leonard due to the heavy lifting of the boxes onto a delivery truck?

Rule

The rule identified within this case is the security of the laborers at the work environment under Fair Work Act 2009.

Application

Application is a synopsis of the total issue; here, Leonard dismissed his wounds and kept lifting and stacking the crates once more, and that further harmed his back again because of which he is not in the position to lift anything with heavyweight and incapable to work in the packaging business[18].

Conclusion

Here, the conclusion is that Leonard ought not to be insignificant against this issue as it very well may be hurtful to any of the laborers, because of which laborers can entitle legitimately for this carelessness. Due to his carelessness, he hurt himself, and that gives him injury for a lifetime. In this manner, Leonard would not be effective in filing a suit for negligence against coolies.

Bibliography for Business and Corporate Law

Acts/Legislation

Australian Contract Law

Section 249D of the Corporations Act 2001 (Cth)

Fair Work Act 2009

Section 249C of the Corporations Act of 2001 (Cth)

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