BUSINESS AND CORPORATE LAW

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 Executive Summary
The report has focused on corporate law for breach of contract between Jen and her
client over Dali paintings. There are several laws which are applied to this case in order
to resolve the conflict under legitimate Australian Law. According to Australian
Consumer Law (ACL), fair trading is necessary to maintain within a business that is not
properly followed that arose a range of problems for both the parties . It has also focused
on liability of Master Plate to pay for tablecloths to Irish Linen Ltd and assumption of
Carvers Pty Ltd for sealing the deal with Master Plate. Product liability laws deal with
legislation relating to consumer protection. The law makes imposition of statutory
obligation that offers strict liability for statutory guarantee and safety defect on the
manufacturer. In order to offer transparent system of application, it is crucial to action on
implementation of industry-specific legislation.

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 Table of Contents
Part A: Contract law question .......................................................................................... 4
Issue ............................................................................................................................ 4
Rule ............................................................................................................................. 4
Analysis........................................................................................................................ 4
Conclusion ................................................................................................................... 5
Reference list ............................................................................................................... 6
Part B: Corporate law questions ...................................................................................... 7
Issue ............................................................................................................................ 7
Rule ............................................................................................................................. 7
Analysis........................................................................................................................ 7
Conclusion ................................................................................................................... 8
Reference list ............................................................................................................... 9

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 Part A: Contract law question

Issue Corporate law for breach of contract between Jen and her client over Dali paintings

Rule Competition and Consumer Act 2010: The client can successfully get out of
contract by applying legitimate Australian law and legislation. According to
Competition and Consumer Act 2010, the client can claim Jan under
counterfeiting that enforces part to cancel an agreement. Under section 278 (1), the
client can make a counter-claim for relevant liabilities (Legislation.gov.au, 2019).
Law of Negligence and Limitation of Liabilities Act 2008: On the contrary, the
Law of Negligence and Limitation of Liabilities Act 2008 are also applied against the
client due to negligence in agreement. As per the law of Negligence, the agreement
can be argued or counter-claim under a duty of care in which client has not gone
through legitimate process or policy before involving into the agreement.

Analysis Jen owns a Dali painting that she thinks is original and displayed in her office. One
of her clients has seen the painting and offers an attractive amount that is 50,000
dollar. After some days, the client came to know that the painting is not genuine
during appraised for insurance purposes. By comparing the original price in market,
the client came to know that a very good price of this painting is about only 1500
dollar (Erdiaw-Kwasie and Alam, 2016). Hence, the client can take a legal action
Jen under Australian Law and Legislation for successfully get out of the contract
along with penalty for counterfeiting.
There are several laws and legislation that can be applied to this case in order to
resolve the conflict under legitimate Australian Law. According to Australian
Consumer Law (ACL), fair trading is necessary to maintain within a business that is
not properly followed that arose a range of problems for both the parties. Jan has to
pay some capital as a penalty about 1000 dollar due to involve in counterfeiting
under Competition and Consumer Act 2010. By applying this law in a case study,
an agreement can be cancelled an under unfair contract terms and unsolicited
consumer agreement of ACL. In arguing with this legislation, Limitation of
Liabilities Act 2008 is also applied that implies that the client has not followed a
legal and legitimate process before involving into an agreement as per the Duty of
care under negligence law (Choice.com.au, 2019). By applying this law in this case,
it is asserted that the client is not totally liable to get total money that he offers to
Jan that is 50,000 dollar. As suggested by Liu (2017), these laws and legislation
support the client to get out of the agreement positively. Similarly, Competition and
Consumer Act under Section 45 stated that an agreement cannot be applicable in
case if any parties are trying to gain maximum profit against the agreement. In
regard to Jan, it is observed that she is unaware of the authenticity of a painting.
Under division 3 of Law of Negligence 2008, the client has to bear some amount
cost due to breach of liabilities and factual causation in order to get out from the
agreement successfully (Law.unimelb.edu.au, 2019). These law and legislation are
required to implement vigilantly to make sure the client justices under legitimate
Australian law and regulation.
In the case of O'Brien v Dawson (1942), there had breach of contract law. In the
case there was termination of contract was done by the offender and court had

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 penalized for breach of law in the case. There was further declaration of common
law perspective which can be integrated into the termination of contract due to
breach. In case of Jen, trusts of the client were violated. However, the seller in this
case can claim that there was lack of knowledge about the Dali paintings. Proper
process of appraisal can be required for insurance purpose (Mees and Smith,
2019). It was later found that the painting only costs $1500 rather than $50,000.
Thus, according to contract law, there is enough scope of the client to get out of this
deal. There is further proof of insurance company that this Dali painting is not
genuine. There can be aspect of making the argument in present case for providing
sufficient advice. The client has to be given opportunity to get out of the deal
through proper way of negotiation. The case of BURTON -v- JACKMAN (2014)
deals with breach of contract in terms of product damages. The defendant in the
case argued that there were damages in product which is against their contract.
Thus, it is crucial that adequate compensation is made for the case of law breach.

Conclusion The case of Jen and her client can be considered in the light of the breach of
contract law. There was provision in the law that states lack of knowledge about the
Dali paintings. Thus, Jen cannot be blamed directly for breach of contract in the
present case. There needs to be association of insurance for determination of
authenticity of the painting. Competition and Consumer Act 2010 can be invoked
in the present case for proper compensation. It is further important to determine
aspect of cost of the painting. Collection of the painting has been made by Jen
without proper knowledge about authenticity of the painting. Thus, the present case
can be considered in the light of managing lack of trust scenario, as stated in the
case. Requirement of original product can be determined through insurance
purpose. Further, advice can be sought from court cases to determine the amount of
compensation. Client of Jen can show proof of insurance appraisal procedure for
revealing that there is lack of genuineness in the painting. Thus, the client of Jen
has considerable advantage in getting out of this contract. According to Law of
Negligence and Limitation of Liabilities Act 2008, there was negligence on the part
of Jen, as she had not verified authenticity of the painting. Thus, proper
compensation has to be offered to client, as there is aspect of negligence on the
part of Jen.

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Reference list
Choice.com.au (2019), Limitation of Liabilities Act 2008, Available From:
https://www.choice.com.au/shopping/online-shopping/buying-online/articles/counterfeit-
goods [Accessed on 14 May 2019]
Erdiaw-Kwasie, M.O. and Alam, K., 2016. Towards understanding digital divide in rural
partnerships and development: A framework and evidence from rural Australia. Journal
of Rural Studies, 43, pp.214-224. Available at:
https://apo.org.au/sites/default/files/resource-files/2015/12/apo-nid137851-1170171.pdf
[Accessed 12/5/19]
Law.unimelb.edu.au (2019), Australian Consumer Law (ACL), Available From
https://law.unimelb.edu.au/data/assets/pdf_file/0005/2877782/AGLC3.pdf [Accessed on
14 May 2019]
Legislation.gov.au (2019), Competition and Consumer Act 2010, Available From:
https://www.legislation.gov.au/Details/C2013C00620/Html/Volume_3#_Toc368657561
[Accessed on 14 May 2019]
Liu, S., 2017. Globalization as boundary-blurring: international and local law firms in
China’s corporate law market. In Law and the Market Economy in China (pp. 231-264).
Routledge. Available at:
http://citeseerx.ist.psu.edu/viewdoc/download?doi=10.1.1.1015.6383&rep=rep1&type=p
df [Accessed 12/5/19]
Mees, B. and Smith, S.A., 2019. Corporate governance reform in Australia: a new
institutional approach. British Journal of Management, 30(1), pp.75-89. Available at:
https://onlinelibrary.wiley.com/doi/pdf/10.1111/1467-8551.12298 [Accessed 12/5/19]

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 Part B: Corporate law question

Issue Liability of Master Plate to pay for tablecloths to Irish Linen Ltd and assumption of
Carvers Pty Ltd for sealing the deal with Master Plate.

Rule Product liability act 2018:

Product liability laws deal with legislation relating to consumer protection. The law
makes imposition of statutory obligation that offers strict liability for statutory
guarantee and safety defect on the manufacturer. In order to offer transparent
system of application, it is crucial to action on implementation of industry-specific
legislation. Claim of product liability deals with integration of liability regime. Fair
practice of trading further can be made with utilisation of this liability law. In the
business deal, parties involved are free for the contract agreement and implication
can be made on common statute or common law.
Litigation & Dispute Resolution 2019
Purposes of the act include illegal activities in business deal. Protection in case of
business deal can be considered for analysis of risk activities. Participation of
inherent risky activities can further be considered for avoidance of mental harm.
There can be amendment of the law for ensuring that significant risk factors are
eliminated successfully. The litigation and dispute resolution act can be considered
for determination of analysing significant risks for ensuring that sufficient numbers of
tablecloths are provided.

Analysis In the case two young entrepreneurs Adam and Poh decided to enter into the
business of restaurant. They named the company “Master Plate Pty Ltd”. There was
an agreement between Irish Linen Ltd and Master Plate Pty Ltd for supplying
tablecloths. The company did not have constitution and both Adam and Poh have
equal representation in company’s share. Suddenly a dispute occurs between Master
Plate and Irish Linen. Thus, that contract was not ratified by the company. On the
contrary, Adam entered into agreement with Carvers Pty Ltd. for sealing contract.
Thus, the case seeks to analyse assumption of Carvers Pty Ltd. However, Irish Linen
offered tablecloths to the company but no payment was made. According to Lazar
(2018), there needs to be determination of liability of payment.
In the case, there was lack of disagreement between Irish Linen and master plate.
However, agreement was made earlier. Thus, there is responsibility of the company
of Ada and Poh to offer proper aspect of compensation. In the case of Clubb v
Edwards Preston v Avery (2019), there is implication of ensuring final deal of law.
In the case, the court has given verdict on the basis of final deal made between two
companies. According to earlier agreement the company was supposed to get
tablecloths from Irish LInen. Lack of formal agreement or ratification offers
opportunity to master Plate, as the contract was not made (Rajapakse, 2015). The
concerned contract law in the context of Australia can be applicable for providing
guidance to present cases. Irish Linen can claim breach of contract as the agreement
was not maintained by the company of two young entrepreneurs.
Assumption of Carvers Pty Ltd for sealing deal with Master Plate
Determination of appropriate case in legal consideration can be taken into account

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 for sealing the contract deal. Product liability Act 2018 can be applied in the
present case, as Master Plate has signed the deal with Carvers. There is further
assumed that the current law can be used for buying products from Carvers. There
can be association of entitlement which can be used for making a transparent system
of law for signing this deal. Both Adam and Poh are responsible for ensuring that
assumption is made on the basis of improving contract law (Giancaspro, 2017). The
Irish company can take a view from other organisation for determination of improved
contract in the present scenario of law. Entitlement of contract for Adam can violate
basic principle of agreement. However, no formal and final deal was made between
Carvers and Adam. This has enabled poor implementation of present contract law in
partnership approach. In case of dispute occurs between Irish Linen and Master
Plate over purchasing product, Product liability Act 2018 can be invoked. The
purpose of this law is to offer protection to both the parties involved in the agreement.
Exclusive jurisdiction further can be practiced for prevention of negligence during
sealing a deal. Deal between Carvers and Master Plate can be fostered for bringing
a better perspective of contract in the present case.
Liability of master Plate to pay for tablecloths to Irish Linen Ltd
On 1st May, Irish Linen delivered tablecloths to Master Plate; however, payment was
not made for this deal. There can be further assumption in that deal to sign it with
supplying tablecloths for assumption to offer better payment method. The deal can
be considered in the perspective of Litigation & Dispute Resolution 2019. There
can be determination of deal that can help make better assumption for proper way of
entitlement. As suggested by Manderson et al. (2015), the federal system in Australia
concerned with determination of jurisdiction that can be helpful for determination of
jurisdiction. There is legal dispute, as no payment was made for providing tablecloths
to Master Plate. Maynard v MoneyGram Payment Systems Inc (2018) case can be
considered for process of judicial payment method to the desired applicants.
Application of tribunal laws further requires to be initiated for integration of
reasonable standard in this present case.
Conclusion It can be concluded the dispute of the company of Adam and Poh with Irish Linen
has to be resolved through existing legal system in Australia. Invocation of Litigation
& Dispute Resolution 2019 can further be crucial to resolution of payment issues
between Irish Linen and Master Plate. There is further case of ratification of law
which cannot be done between the two companies. Disagreement with several
issues ultimately leads to increased disputes between two companies. There is
further entitlement of Carvers Pty Ltd for sealing the deal. Innovative procedure of
dispute resolution can be adopted in the present scenario of managing the cases.
Furthermore, option of mutual agreement between two parties in the case Master
Plate and Irish Linen can be explored for resolution of payment issues.

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Reference list
Giancaspro, M., 2017. Is a ‘smart contract’really a smart idea? Insights from a legal
perspective. Computer law & security review, 33(6), pp.825-835. Available at:
https://www.researchgate.net/profile/Mark_Giancaspro/publication/317354410_Is_a_%2
7smart_contract%27_really_a_smart_idea_Insights_from_a_legal_perspective/links/5c2
d5891a6fdccfc707902d8/Is-a-smart-contract-really-a-smart-idea-Insights-from-a-legal-
perspective.pdf [Accessed 4/5/19]
Lazar, A., 2018. Home-Sharing in South Australia: Protecting the Rights of Hosts,
Guests, and Neighbours. UniSA Student Law Review, 3. Available at:
https://www.ojs.unisa.edu.au/index.php/uslr/article/download/1494/929 [Accessed
3/5/19]
Manderson, A., Jefferies, M. and Brewer, G., 2015. Building information modelling and
standardised construction contracts: a content analysis of the GC21
contract. Construction Economics and Building, 15(3), pp.72-84. Available at:
https://epress.lib.uts.edu.au/journals/index.php/AJCEB/article/view/4608/4942
[Accessed 2/5/19]
Rajapakse, P.J., 2016. Contamination of food and drinks: Product liability in
Australia. Deakin L. Rev., 21, p.45. Available at:
https://ojs.deakin.edu.au/index.php/dlr/article/viewFile/718/664 [Accessed 1/5/19]