• May 9th, 2015

Corporate Law Assignment

Paper, Order, or Assignment Requirements

 

 

It is a Corporate Law assignment of Bachelors degree. Word limitation is 2000 (+10%) words. It needs to done in AGLC referencing system. I want it to be done by someone from NSW who can do it with proper legal citations of New South Wales.

I will upload the question, and more details are covered there.

 

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.

 

  1. 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.

 

  1. 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.

 

 

(Total of 30 marks

SUGGESTED REFERENCES:

Lipton, P., and Herzberg, A., Welsh, M, Understanding Company Law, 17 edition Thomson Reuters 2014.

Students should remember to look at the Lipton and Herzberg website. www.lipton-herzberg.com.au

 

Parker, Clarke, Veljanovski, Posthouwer, Corporate Law, Palgrave 1st edition 2012

 

Harris, J. Hargovan, A.  Adams, M. Australian Corporate Law LexisNexis Butterworths 4th edition, 2013.

 

Austin R.P. & Ramsay, I., Ford’s Principles of Corporations Law, Butterworths, Australia, 15th edition, 2012.

 

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 14th edition 2013

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, 9th edition 2013

 

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

 

Cassidy, J. Corporations Law Text and Essential Cases. Federation Press, 4th edition Sydney 2013

 

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

 

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

 

Fisher S, Anderson C, Dickfos, Corporations  Law – Butterworths Tutorial 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, 2014 Edition.

Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 12th Edition, 2011.

Pentony, Graw, Lennard & Parker, Understanding Business Law 5th ed Butterworths, 2013.

Davenport, S and Parker D, Business and Law in Australia, Thomson Reuters, 2012

 

Fitzpatrick, Synes, Veljanovski, Parker, Business and Corporations Law; LexisNexis 2nd edition 2014

 

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

 

 

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