LAWS7023-Business and Corporate Law 1/2013
Week commencing: Monday, 20.05.13
Tutorial 4: Corporate Finance and Liability Note: Focus in this tutorial is on corporate contracting
Problem Set 12: Read Chapter 23.
1. FWPL has traditionally transported its wine using a fleet of trucks that it owns. It is considering selling the fleet of trucks, which should sell for approximately $3 million. FWPL’s Board of Directors has not yet made a final decision to sell the trucks. Would a contract of sale be enforceable by the purchaser if the contract was executed:
(a) By being signed by Nick Galli for and on behalf of FWPL
(b) By being signed by Mario Galli for and on behalf of FWPL
(c) By the FWPL common seal
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Yes/No/Do not know
How can his authority be determined? Fiberi case
Is there insufficient information to determine his role? Yes/No
In these circumstances, could a purchaser rely on the IMR s129(2)? Yes/No
Conclusion: Consider Mario’s position re Part B: Reasonable conclusion
2. Would your answer in any case be different if, unknown to the purchaser, FWPL had a constitution and clause 35 of the constitution said “a proposed sale of all or a substantial part of the company’s main undertaking must be approved by ordinary resolution of the shareholders in general meeting”, and this has not been obtained?
See 23-560 * Section 129(1) Corporations Act
* The answer would/would not be different.
3. Would your answer to 1(b) be different if Mario Galli had never formally been appointed as Managing Director, although he acted with the consent of the other directors in that capacity?
See 23-440 and Brick and Pipe Industries Ltd v Occidental Life Nominees Pty Ltd
* Substantive authority: either actual authority or apparent
* Actual authority can be express or implied.
* Implied authority can arise several ways office/position/customary/ acquiescence.
* Brick and Pipe Industries Ltd v Occidental Life Nominees Pty Ltd.
* Selling the trucks is/is not within the usual scope of running the business.
* Conclusion: If yes, company is/is not bound.
4. Would your answer
Whether all the shareholders must consent to the election of S status, under section 1362(a)(2)?
Sesamware is a Japanese software company which is very popular for open source software. Sesamware got international approval with an online multiplayer fantasy dimension game, Para World in mid-1990. Para world was very popular in the world between 2001 and 2004. Firstly, it was installed as part of the bundle downloaded by hundreds of millions of gamers around the globe. The open source code helped to easily adapt every facet of computer life for all platforms and operating, networking, navigation and security systems.
1. Assume that the state of Ohio passed a hazardous waste statute, seeking to protect the general public and workers. The state statute did not violate the Commerce Clause because it imposed no restriction on interstate commerce. Both the state statute and the federal Occupational Safety and Health Act (OSHA) established job safety standards and specified worker training and employer licensing, but the requirements differed. Which statute(s) Ohio corporations had to obey? Pick the best ANALYSISwer.
1.What are conversion factors? Why were conversion factors developed? How do they impact on which bond is cheapest to deliver? Under what conditions would there be no cheapest to deliver? Explain in detail.
1. Give an example of a case that would fall under diversity jurisdiction. Explain all of the key elements of such a case.
case brief---Gregory, a comedy writer, entered into a contract with Wessel, a comedian. The contract provided that Gregory would provide Wessel with a 15 minute monologue for his upcoming appearance on the comedy hour and Wessel will pay $250 to Gregory. All performers could make $500 per appearance on the comedy hour. and when Wessel was scheduled to aper on the comedy hour, Gregory informed him that he was unable to provide the monologue, because last time Wessel was asked to make special guest appearances at three local comedy clubs performance during the comedy hour. and Wessel bought lawsuit to Gregory for beach of contract and request damages of $1250.
3. For a crime to be committed, the prosecutor must be able to prove a criminal intent and an overt act to carry out that intent. Jack and Mary agreed to rob a series of banks. Prior to beginning their bank robbery spree, they were arrested and charged with criminal conspiracy. What act did Jack and Mary do that justifies a finding that they committed the crime? Explain.
2) Westlaw uses a system called the Key Number System which breaks down hundreds of broad legal topics into increasingly detailed information on tens of thousands of specific legal concepts.
They went ahead to confirm their verbal agreement by paying an amount that partly makes them show desire to purchase the automobile. In return, with mutual understanding the salesman keeps the car and calls them to confirm if the purchase would be completed. A contract that is legally binding does exist here. There are factors in this scenarios that show a legally binding agreement is in existence.
Please answer the questions posed at the end of each case study in essay form. Each essay will be judged on your capacity to present strong, logical discussions that support your conclusions.
Therefore, Market West accepted the corporation stock as partial debt. Hooper and Yoder agreed to add Brian Bradley who worked for Market West as the third director. Hooper colluded with Bradley and violated a fiduciary duty to Yoder by issuing 95 shares of stock to himself, 5 shares to Bradley, and none to Yoder. Furthermore, Hooper got paid $141,000 salary from the business without Yoder knowing. More importantly, Hooper and Bradly voted to force Yoder to leave the corporation. After Yoder found out that Hooper broke their agreement, violated Yoder’s rights and duties, acted dishonestly, and made unethical decisions, Yoder sued Hooper and Beautiful Daydreams in the District Court. Under the common law, with these facts, the court supported Yoder and ordered Hooper to give back one-half of the salary plus one-half of the shares of stock to Yoder.
Competition in economics is rivalry in supplying or acquiring an economic service or good. Sellers compete with other sellers, and buyers with other buyers. In its perfect form, there is competition among many small buyers and sellers, none of whom is too large to affect the market as a whole; in practice, competition is often reduced by a great variety of limitations, including monopolies. The monopoly, a limit on competition, is an example of market failure. Competition among merchants in foreign trade was common in ancient times, and it has been a characteristic of mercantile and industrial expansion since the Middle Ages. By the 19th century, classical economic theorists had come to regard
Issue 1: Is Patricia an officer of Stadium Enterprises Pty Ltd? And is Dan an officer of Fancy Pants Pty Ltd?
b. The board of directors is to be supported by an in house team to monitor and coach the resolutions.
Corporation origin from the Latin word Corpus which means body. It is formed by a group of people and has separate rights and liability from those individual. In any means, corporation exists independently from its owner and this principle is called the doctrine of separate personality. Doctrine of separate personality is the basic and fundamental principle in a Company Law. This principle outline the legal relationship between company and its members. Company’s assets belong to the company not the shareholders as assets are the equity for creditors. Company must use up all its assets to pay off the creditors if it became insolvent. The same applies to the corporation’s debts. For limited liabilities company, the shareholder liability is limited which means that the shareholder is restricted to the number of shares they paid and not personally liable for the corporation’s debts. If the company does not have enough equity to pay off debts, the creditors cannot come after the shareholders. However, limited liability company can be very powerful when in hands who do fraud and on defeating creditors’ claims. Courts then can ignore the doctrine for exception cases and lifting the corporate veil. Lifting the corporate veil is a situation where courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s debts.