LAW6000 Business and Corporate Law
Corporate law is defined as the legal practice with respect to the corporations. In short, it can be depicted as the law related to the matters which are derived from the life cycle of corporations directly. Hence, the assignment consists of five case studies for which analysis would be done. A detailed analysis would be provided with the help of the IRAC model which is broken into three parts: Issue, Rule, Analysis, and at last conclusion.
The case study shows that Jeff and Tina had a contract with respect to the property. Earlier Tina was interested in buying the property and signed the agreement but at the time of receiving the contract, Tina totally refused it. In the meanwhile, Jeff asked Tina that she cannot move out from the agreement as she is now legally bound. Hence, from the entire thing, the issue can be a violation of the signed agreement.
At the time of preparing heads of agreement, at the initial stage, it is required to keep the agreement simple. As its purpose is just to record the points present in the headline, thus, there is no need to have a huge detail (turnbullhill.com.au, 2020). From the case scenario, it can be developed that Tina only pointed out the main terms that she had agreed. Heads of the agreement are not intended to be legally binding. Hence, it is very important for this agreement to have a statement that will say that they are subject to contract or sometimes not intended to be legally binding.
From the provided scenario, it can be said that heads of agreementare considered to be a useful tool at the time of negotiating the complex contracts. As per the rule, this type of agreement is not legally binding. Thus, as Jeff told Tina that she is bound, it is not a correct statement. In this case, it can be inferred that both vendor (Jeff) and the purchaser (Tina) had signed the heads of the agreement before obtaining any legal advice. From this, one more thing can be inferred and that is Jeff was so much excited for a new working relationship that both the parties forgot to finalize the main agreement.
From the entire case, it can be said that here contract breaching has been incurred. At the last moment, Tina changed her mood which created a great loss for Jeff. Coming to the Heads of Agreement, the term which stated that Tina will get suitable finance simply depicted that at the time when Tina borrowed to purchase the property from Jeff, it was very essential for approving the finance before the proceedings (owenhodge.com.au, 2020). Hence, it is very important that the contract must reflect the agreement reached by both parties. Both parties are responsible for this condition. At the time of negotiation, Tina must have taken advice from respective lawyers. In the meanwhile, if Jeff would have properly provided details about the property, then Tina would be able to purchase.
From the given scenario, it can be seen that without any proper reason, Dess stalked SSC and decided to lodge a complaint with the ACCC. The new supermarket had some terms and conditions for getting membership which was applicable for each customer. Dess being a casual shopper did not notice the fine print on the flyer which further caused trouble for him. The issue is related to the violation of citizen’s rights.
Dess, being an irresponsible shopper was unable to follow the guidelines properly. From the given case, it can be stated that ACCC should not ground any legal proceedings on SSC as all the rules and regulations were properly mentioned in the flyer. It was totally the fault of Dess as he had not noticed the fine print just because of getting a discount on the product. All the rules and regulations with respect to the supermarket were mentioned. In this aspect, one more thing can be inferred that Miss Strict can lodge a complaint against Dess as he misbehaved with her. From this, it can be noted that Dess has infringed the Compliance with Policies (jcu.edu.au, 2020).
In this aspect, it can be inferred that Dess has violated the law and misused his power. Improper behavior of Dess has created a challenging situation for SSC. SSC fully tried to maintain and protect the rights of Dess. If Dess has purchased the food for use in his cafe and had a valid reason, then also, it would be wrong to say that ACCC must ground proceedings (accc.gov.au, 2020). This is just because the supermarket had already mentioned that the discount would be provided to only the first $100.00 items that were purchased.
At first, it must be noticed that there are no proper details provided in the contracts signed between both parties. In this case study, the issue is related to payment. CheepCheep company has not paid $75000 to Lights Bright as the former company was suffering from instability with respect to financing.
The rule here states that CheepCheep is liable enough for paying the total amount to Lights Bright if the total order has been received by the company. As it is described in Terms of Contract, CheepCheep has to make payment in the given period (gotocourt.com.au, 2020).
Thus, in this aspect, it can be said that Lights Bright can file a case against the company as they have not paid the remaining amount. If the issue raised is found to be legally right, then, at that time, the Government can help Lights Bright in getting money back.
a) Phil, the MD of Lights Brights is liable to pay the debt which has not been paid. As he is the MD of the respective company, not the owner, hence if any kind of loss is going to occur to Lights Bright, the owner has to bear the loss.
b) Robert, the MD of CheepCheep is personally liable for paying the unpaid debt as it is known to him that the amount cannot be repaid at the same point of time. Robert can also take advantage of his friendship with the MD of Lights Bright and may not have paid the rest of the amount as it is already having the status of bad credit risk in the market.
c) The rule of business judgment is very important for the officers, directors, and seniors to present in the company in order to serve the company with proper care and diligence. Certain prerequisites are there that are relying on this rule. In this case, both the companies are irrelevant for this rule as they are unable to clear the pre-requisites (lawhandbook.sa.gov.au, 2020). Phil had completed the order which was hence not in favor of his cooperation and in addition to that, it can also be seen that Robert is not serving the company for any good purpose.
From the given scenario, it can be noticed that the privacy of the confidential information has been lost as Rick has provided all the information to his friends which have been further shared by them in the music industry. Along with that, the issue of breaching contracts has also depicted in the case study.
The rule here shows that Rick must have kept the confidential information up to him only as this has violated the intellectual property of the music-related merchandise. In addition to that, Allan can also lodge complaint against Francis as she refused to pay (ipaustralia.gov.au, 2020).
From the given study, it can be said that Allan can file a case against Rick and Francis, as the contracts showed that Francis had to pay for the items.
a) In this aspect, it can be inferred that Allan can enforce the contract. As it can be noticed that Francis totally refused to make any payment and furthermore added that Rick had no authority for making any contract. From this, it can also be said that Allan had made negotiations that simply depicted that she would sell those items to Francis.
b) From this, it has been observed that both parties have not properly read about the information provided in the contracts. Risk has violated the terms and conditions of the contracts by sharing confidential data. Hence, this can be developed form this case that Francis is bound to go ahead with the contract for purchasing the status quo albums from Allan. Francis has totally violated the law and forgot to abide by the rules (austrade.gov.au, 2020). On the other hand, from Rick’s behavior, it can be seen that he is unaware of the IP rights or intentionally he did this. In these aspects, Francis has lodged a complaint against Rick for opening the secret information. In such a case, it can also be stated that MoU was not provided to both parties in an efficient manner.
From the case, it is clearly shown that Rick has violated all the rules and is not capable to take up his responsibilities. It has been stated under the principle that when an agent has been appointed for negotiating any kind of transaction, then the agent is responsible for owing a proper duty to the principal for acting in the principal’s best interest within the authority (www.lexology.com, 2020). In this regard, it has been clearly noticed that Rick has not obeyed this principle and hence Francis refused to pay money for three Kiss items. Apart from that, the duty of confidentiality has also been infringed by Rick as Francis asked him not to share any confidential information. Hence, in this aspect, the duty of obedience is also violated.
a) As Jenny has started running a small business, thus in order to protect the items, she can use Trademarks. This will help the customers in knowing the goods and services in the market and thus can differentiate the products. Thus, in order to obtain this IP, Jenny must apply for national registration where she will reproduce the desired trademark and the products and items that would be identified with the help of this (business.gov.au, 2020).
b) Trademarks usually last for 10 years with having a renewal plan for 10 years. Hence, it is not possible for protecting the trademark for more than 10 years at a time.
c) The Trademark Act is responsible for outlining the situations where the owner like Jenny in such a case has a right for civil relieving for the infringement of trademarks. Part 14 of this Act is outlining a series of criminal offenses with respect to the registered offenses such as Section 145 is for removing or falsifying the registered trademark, Section 146 for falsely applying for the trademark (legislation.gov.au, 2020).
d) The civil remedies which are widely available for infringement of trademark must comprise of:
- Account for profit or any kind of damage
- Orders with respect to the delivery of goods that are infringed
- Final injunctions or sometimes interlocutory
In order to conclude, it can be said that for following any law or making any contract, it is very important for both the vendor and purchaser to have proper information about the terms and conditions. Thus, from the entire study, a brief overview of various laws has been provided. It stated how trademarks are infringed by the small businessman and how to protect this. Furthermore, the study also showed the importance of IP. It also showed various Acts that are followed in Australia for preventing any business-related issues.
www.lexology.com (2020) News accessed on 18th April 2020 from: https://www.lexology.com/library/detail.aspx?g=aee5d53f-11ed-4284-af38-1553542ad2d9
turnbullhill.com.au (2020) News accessed on 19th April 2020 from: https://www.turnbullhill.com.au/articles/what-is-a-heads-of-agreement-and-are-they-legally-binding/
owenhodge.com.au(2020) News accessed on 20th April 2020 from: https://www.owenhodge.com.au/commercial-litigation/breach-of-contract/
stonegatelegal.com.au (2020) News accessed on 8th April 2020 from: https://stonegatelegal.com.au/breach-of-contract/
lawhandbook.sa.gov.au (2020) News accessed on 7th April 2020 from: https://lawhandbook.sa.gov.au/ch10s02s07.php
oaic.gov.au (2020) News accessed on 24th April 2020 from: https://www.oaic.gov.au/about-us/our-corporate-information/key-documents/privacy-policy/
jcu.edu.au (2020) News accessed on 7th April 2020 from: https://www.jcu.edu.au/policy/corporate-governance/compliance-policy
gotocourt.com.au (2020) News accessed on 5th April 2020 from: https://www.gotocourt.com.au/civil-law/contracts/
accc.gov.au (2020) News accessed on 17th April 2020 from: https://www.accc.gov.au/consumers/contracts-agreements
ipaustralia.gov.au (2020) News accessed on 14th April 2020 from: https://www.ipaustralia.gov.au/
austrade.gov.au (2020) News accessed on 14th April 2020 from: https://www.austrade.gov.au/International/Invest/Guide-to-investing/Running-a-business/Understanding-Australian-business-regulation/Australian-Intellectual-Property-laws
business.gov.au (2020) News accessed on 12th April 2020 from: https://www.business.gov.au/Planning/Intellectual-Property
legislation.gov.au (2020) News accessed on 11th April 2020 from: https://www.legislation.gov.au/Details/C2019C00085/Controls/