Victoria University

VICTORIA UNIVERSITY

FACULTY OF BUSINESS

SCHOOL OF LAW

Education Centre of Australia

BLO 2205 CORPORATE LAWASSIGNMENTSemester 3 2012

Freddy and Fiona Freehill are officers and shareholders of Freehills Antiques Pty Ltd. The company specialises in expensive estate jewellery. The company has a credit facility with Prudent Bank Ltd, which the company uses regularly in its business.

The company has a constitution that provides that any borrowing beyond the credit facility limit with the company’s bank (in this case Prudent Bank Ltd where the limit is $500,000.00) must be approved by a resolution of the company. Further, the constitution provides any loan documents must be executed by affixing the common seal, irrespective of the law.

Freddy is the managing director. Fiona, however, makes all the essential business decisions and has been doing so for some years. After an argument between Freddy and Fiona, Fiona storms off and leaves for the annual London Antiques Fair. She tells Freddy that she won’t be back for two months.

Some weeks later Freddy is at the Bendigo Antique Fair and learns of an old colonial settler’s estate coming on the market. The estate consists of a large homestead and outbuildings on 20 hectares of land. It contains antique furnishings, paintings and jewellery.

Freddy is very excited and he approaches Prudent Bank Ltd for a loan $1.25 Million to purchase the property. Paul the manager of Prudent Bank Ltd prepared the loan documents. Freddy and his daughter Felicity attend his office to sign them. Freddy explains that as Fiona was overseas for a while they had temporarily removed her from her position and that Felicity was the new director/secretary and was authorised to sign the documents. Freddy and Felicity signed the loan documents and affixed the company seal.

Felicity revelling in her new position at Freehills Antiques Pty Ltd decides to lease a new Ferrari for a month and she signed the lease as secretary of Freehills Antiques Pty Ltd. Needless to say Felicity was never appointed the company secretary.

When Fiona returns from London she discovers what has happened. The estate bought by Freddy turns out to be worth about half of what the company paid for it. When Freehills Antiques Pty Ltd defaults on its loan Prudent Bank Ltd threatens to bring legal proceedings.

a)Fiona informs Prudent Bank Ltd that the loan is not enforceable against the company because the loan documents were not executed by persons authorised by the company and was contrary to the provisions of the company constitution.

b) Fiona also tells the Ferrari dealer that Felicity was not the company secretary and had no authority to enter into the contract.

Advise Prudent Bank Ltd and the Ferrari Dealer whether they can enforce the contracts.

Students are expected to discuss the relevant common law and statutory provisions applicable to this problem in their answer.

(30 Marks)

SUGGESTED REFERENCES:

Lipton, P., and Herzberg, A., Welsh, M, Understanding Company Law, 15/16 edition Thomson Reuters.

Students should remember to look at the Lipton and Herzberg website.

Harris, J. Hargovan, A. Adams, M. Australian Corporate Law LexisNexis Butterworths 3rd edition, 2011

Austin R.P. & Ramsay, I., Ford's Principles of Corporations Law, Butterworths, Australia, 14th edition, 2010.

Baxt, R., and Fletcher, K.L., Fridman, S., Corporations and Associations Cases and Materials on, Butterworths, Australia, 10th edition, 2008.

Hanrahan, P., Ramsay I., Stapledon G., Commercial Applications of Company Law. CCH 11th edition 2010

Redmond, P., Companies and Securities Law - Commentary and Materials, Law Book Co., Sydney, 5th, 2009.

Ciro T, Symes C, Corporations Law in Principle LBC Thomson Reuters, Sydney, 8th edition 2009

Li, G, Riley, S. Applied Corporate Law: A Bilingual Approach LexisNexis 1st Edition 2009.

Cassidy, J. Corporations Law Text and Essential Cases. Federation Press, 3rd edition Sydney 2010

Harris, J. Corporations Law, LexisNexis Study Guide 1st edition 2008

Harris, J. Butterworths Questions and Answers Corporations Law:, LexisNexis, 3rd Edition Sydney 2009.

Anderson C, Dickfos J, Nehme M, Hyland M, Dahdal A, Corporations Law - Butterworths Focus Series, 3rd Edition Butterworths, Sydney 2009

Tomasic,R.,Jackson,J.,Woellner,R., Corporations Law - Principles, Policy and Process 4th Edition Butterworths., Sydney, 2002.

Tomasic, R. Bottomley,S. McQueen,R. Corporations Law in Australia, 2nd Edition Federation Press, Sydney 2002.

Latimer, P, Australian Business Law CC, 2011 Edition.

Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 11th Edition, 2005.

Pentony, Graw, Lennard & Parker, Understanding Business Law 3rd ed Butterworths, 2009.

Crosling G M, Murphy H M, How to Study Business Law 4th Edition, Butterworths, 2009.

See chapters 5 in Lipton,Herzberg & Welsh 15th Edition

Submission: Essays must be submitted on or before Wednesday8th of February 2012 by 5.00pm. No extensions will be considered unless a request is made in writing, before the due date, stating the reason for the request. Marks will be deducted for essays that are submitted after the due date.

The assignment should be written in your own words. A hard copy must be submitted. As well an electronic copy is to be submitted via the Turnitin link on the webct home page for the subject. The Turnitin copy will be the 'time mark' for the purpose of the confirmation of the date and time of submission.

Student must put their tutors name on the assignment and must not attach the Turnitin report to their assignment.

All assignments must be in print form and submitted with a signed School of Law cover sheet to the assignment box located outside the School of Law Office, Level 3, Building A by 5.00 pm on the due date. Students must also submit an online copy of the assignment via WebCT by the due date. The online submission will be regarded as verification of submission by the due date. However, only the hard copy assignments that are submitted will be marked.

Presentation

Readable connected prose NOT point form summaries

Accurate spelling, grammar, punctuation, paragraph construction. Proofreading

Effective use of HEADINGS

Consistent and accurate acknowledgment of sources using a recognised style – both in relation to in-text referencing and bibliography (Note the warning about plagiarism below).

The papers will be marked on the following basis:

Criteria

Percentage of marks awarded

Depth of understanding of the topic and identification of relevant issues.
Awareness accuracy of the nature and content of relevant law.
Clarity and coherence of the analysis and quality of discussion and argument.

/ 50 per cent

Writing and communication skills

/ 30 per cent

Research skills

/ 20 per cent

Referencing

In law, the preferred referencing style is footnoting. Students are reminded that they will lose marks if they merely reproduce passages copied word for word from texts and other references without attempting to convey information and express ideas in their own words. Of course this does not preclude the intelligent use of relevant quotations in respect of which proper references are given.

It should be noted that the references must be given in respect of all material included in the essay. References are not to be confined to situations in which the writer is citing a particular case or using a direct quotation. For example, if the writer is putting forward a legal proposition or using a statement or idea drawn from a specific source, that source must be acknowledged by reference. It is essential that references be properly acknowledged at all times and marks will be deducted if this is not done. References may be acknowledged by numbering them consecutively throughout the essay and by giving details of the references by way of numbered footnotes at the bottom of the relevant page, or by way of a list at the end of the essay. Note carefully that the edition and page numbers of references must be given: it is not sufficient to merely give the name and author of the work. When referring to cases, the full case citation must be given. In addition, a bibliography should always be included at the end of the essay. Students should contact the lecturer if they are in any doubt as to the requirements for the giving of references.

Referencing: Footnotes or end-notes must be used to acknowledge the source or sources of information contained in the assignment. Footnotes are preferred, but either will be accepted. In regard to the acknowledgment of references and matters of style and presentation, students are referred to:

1. Australian Guide to Legal Citation – VU Library Homepage. For all referencing questions for your assignment or any legal writing See: Australian Guide to Legal Citation: The VU Library has a 4 page edited version under Information for researchers: Click on Information for researchers and then click on Referencing and then click on Style Manuals. A copy of the Australian Guide to Legal citation is also available on Webct.

See:

Also see Monash Legal Abbreviations for abbreviations of legal publications.

See:

2. G.R.E. Phillips and L.H. Hunt, Writing Essays and Dissertations,

3. G Campbell, The Little Black Book. (available in the bookshop).

Students are required to pay careful attention to spelling, expression, and legibility in the writing of their essays. There should be a margin on the left hand side of each page. Students should keep a copy of the essay submitted.

Plagiarism

Plagiarism is taking another person’s ideas and presenting them as your own, that is, without acknowledging the original source. You must acknowledge your sources of information including both direct and indirect quotations. A direct quotation must always be in inverted commas or in another style that indicates that it is a direct quotation. Your assignment must not consist of only quotations.

Plagiarism is regarded as a form of theft or cheating. It is a serious offence and will be dealt with seriously, including a fail grade in this subject.

Students should use the Turnitin software to check their assignments for poor referencing and plagiarism. Software such as “turn it in” and others are available.

Format

Typed preferably and double-spaced
Title page with student name and number, Subject code and name, topic
A4 paper
Sequential page numbering
No folders

Assignments must be typed (word processor), using one side of the page only and leaving a wide margin. The word limit is 2,000 words.

Late Submissions

Students who believe that they have a genuine case for extension of time must lodge a formal written application for such an extension, stating relevant grounds and attaching supporting documentation. Such application must be made at least seven (7) days before the due date for submission. Should the extension be granted then a new deadline will be set.

Late submissions of the assignment will incur a penalty mark of one (1) mark per day. Marks may be deducted in respect of essays which are excessive in length.

The assignment will have a value of 30% for final assessment.

. Assignment requirements , format and info

: The assignment will be a task requiring the students to either critically analyse a fact based legal problem or it will be a research paper looking at a legal issue or principle in the Corporations Law area. Students will be expected to correctly identify the relevant legal issues; discuss the law that applies to theses issues and correctly apply the relevant legal principles. Students are expected to demonstrate effective research and written communication skills.

What does researching the topic mean?

Researching the topic requires you to go to the library and internet to locate texts, articles and other information on that topic. You are expected to read a sufficient number texts and journal articles to research the topic thoroughly and gathering the necessary information on the topic. As you read try to gain a real understanding of the topic rather than just copy down slabs of the material. You need to be selective in your reading, only taking notes on the material relevant to the topic. Do not hesitate to ask library staff to help you locate texts and journal articles.

When you commence work on the assignment (research essay) topic, the first step is to break it down into manageable parts. You need to understand exactly what the question on the topic is asking you to do. Apart from problem based questions essay type questions are ask you to view the question from a particular perspective. It is not acceptable to just write everything you know about the topic without referring to the question. You must analyse the topic first and understand clearly what you are expected to do, otherwise, you will not be able to research the topic effectively, nor will you be able to write a successful essay on the topic.

To understand what the question is asking you to do, it is necessary to identify the key words and phrases which give you direction. You may chose to underline the key words and phrases. These words and phrases that are important include:

process or directive words and phrases
content words and phrases
limiting words and phrases

Elements of the essay

The essay should have an introduction, a body and a conclusion.

Introduction: - provides background information

- arouses interest in the topic

- offers a viewpoint

- defines terms

- indicates overall structure of the essay and

- key areas that will be discussed

Body: - key areas of topic are presented in logical order

Conclusion: - summarises key points of body

- restates viewpoint

- future directions

It is acceptable to use headings to break up your essay into discrete sections. You are required to write a logical and well-structured essay which includes a discussion of legal principles, relevant cases and, if required, statute law.The Assignment is worth 30% of the total assessment.

The Assignment will be of approximately 2000 words and will have due date stated in assignment handout.

Assignments must be typed (word processor), using one side of the page only and leaving a wide margin. Students should use a readable font size.

Law Referencing: In your essay, it is always necessary to acknowledge the source of your information whether it be reference to a text, journal article or a direct quotation from a text. In law, the preferred referencing style is footnoting. When you use the ideas or words of another writer, you must acknowledge them by citing the article or text from which they came. If you do not acknowledge your source of this information and claim they are your own, then you will be guilty of plagiarism.

Footnotesmust be used to acknowledge the source or sources of information contained in the assignment. You put a raised number at the end of the information you are citing. These numbers run in order throughout the essay for example, after the first footnote it would run 1,2,3 etc. When footnoting, the details of the origin of each of the numbered references are given at the foot of each page. For all referencing questions for your assignment or any legal writing See:

1. Australian Guide to Legal Citation: The VU Library has a 4 page edited version under Information for researchers: Click on Information for researchers and then click on Referencing and then click on Style Manuals.

See:

See the AGLC on Webct:

Also see Monash Legal Abbreviations for abbreviations of legal publications.

See:

2. G.R.E. Phillips and L.H. Hunt, Writing Essays and Dissertations,

G Campbell, The Little Black Book. (available in the bookshop).

A synopsis is required. A synopsis is not an introduction, but a (brief) summary of the assignment itself, explaining the direction which the assignment is taking. It is best prepared after the completion of the assignment. Although prepared after completion of the assignment, it should appear at the beginning.
A bibliography is also required, listing all references used in the written work and in research conducted on the topic. The list will include details of all texts, articles in journals and magazines, newspaper articles from which information was obtained.

All assignments must be in print form must be accompanied by an assignment coversheet obtainable from the School of Law or Faculty Office and submitted to the assignment box located outside the School of Law Office, level 1, Building A by 5.00pm on the due date. Students on the Flinders Street and Werribee Campuses will be advised by their lecturers about the submission of their assignments. Late submissions of the assignment will incur a penalty mark of one (1) mark per day, and the assignment will be graded out of 30 marks.