Pastizzi Cafe Pty Ltd vs. Hossain: Case Study

The highly controversial case of Gambotto v WCP Ltd not only reduced the ability of companies to acquire shares compulsorily through an amendment to their constitutions, but also stimulated debate around the topic of share acquisition itself . The High Court decision in Gambotto was recognized immediately to be extremely important in the corporate world, with one headline stating it had “radically altered the balance of power within corporate Australia” . Despite the significance of the ruling, responses to Gambotto have generally been negative. Courts have almost uniformly chosen not to extend the principles in Gambotto to situations in other cases, with the result that the principles have stayed narrowly confined to the

Senior Management of PepsiCo is evaluating the potential acquisition of two companies – Carts of Colorado and California Pizza Kitchen – in order to expand the company’s restaurant business. If indeed PepsiCo decides to pursue the acquisition of one or both, they must decide how to align each of these business units in its historically decentralized management approach and how to forge relationships between the acquired business units and existing business units. In their evaluation, Senior Management is faced with the question of whether the necessary capital investment in order to purchase one or both of the businesses can be profitable for each of the acquired business units, but must

Yates, Richard A., Teresa Bereznicki-Korol, and Trevor Clark. Business Law in Canada Tenth Edition. Toronto: Pearson, 2013 (pg. 135)

Violet’s case is similar to the case Re Megevand; Ex parte Delhasse (1878) 7 Ch D 511 in which the court considered the creditor a partner of the business concerned given that the creditor (Delhasse) had the right to control the property, had all the rights a dormant business partner would be expected to have, and rights to share profits and liability to share in losses.

The Rose Company is building a new plant to reduce cost, improve the quality of products, and maintain competitive leadership by gaining a slight production advantage. The main obstacles to be overcome are the commissioning of a new plant, new methods and process, and administrative reporting issues. As the newly hired General Plant Manager, I plan to resolve these issues by insisting that all plant communications flow through me, instituting training for plant personnel and setting operational expectations.

It seems understandable that a business should exist as a separate legal personality as it would be impossible for an individual’s motives and goals to be perfectly in line with that of the company as is demonstrated above in Salomon. Following this theory the idea that the rights and duties of a company are not that of its members and shareholders as demonstrated in the case of Lee v Lee Air Farming .

Case 37.5: Duty of Loyalty. Edward Hellenbrand ran a comedy club known as the Comedy Cottage in Rosemont, Illinois. The business was incorporated, with Hellenbrand and his wife as the corporation’s sole shareholders. The corporation leased the premises in which the club was located. Hellenbrand hired Jay Berk as general manager of the club. Two years later, Berk was made vice present of the corporation and given 10 percent of its stock. Hellenbrand experienced health problems, and moved to Nevada, leaving Berk to manage the daily affaires of the business. Four years later, the ownership of the building where the Comedy Cottage was located changed hands. Shortly thereafter, the club’s lease on the premises expired. Hellenbrand instructed Berk to negotiate a new lease. Berk arranged a month-to-month lease, but had the lease agreement drawn up in his name instead of the corporation. When Hellenbrand learned of Berk’s move, he fired him. Berk continued to lease the building in his own name, and opened his own club, the Comedy Company, Inc., there. Hellenbrand sued Berk for an injunction to prevent Berk from leasing the building. Comedy Cottage, Inc. v. Berk, 145 III.App.3d 355, 495 N.E.2d 1006, Web 1986 III.App.Lexis 2486 (Appellate Court of Illinois).

The court verified that a person is a partner and jointly liable with others in the firm “if his agreement with them is that he should be paid by the firm a fixed sum, irrespective of profits, for work done by him”.

Woodward, S., Bird, H. & Sievers, S. (2005). Corporations Law in Principle 7th ed. Pyrmont, NSW: Lawbook Co.

In many misfeasance cases against directors, those breaches maybe relatively uncontroversial. This draws into focus the question of whether the director has any common law or statutory defence, including the Duomatic principle and ratification by shareholders (CA 2006 S.239), available to a claim against him for restitution to the company. S.239(6)(a) preserves the Duomatic rule that if an informal unanimous consent is reached among voting shareholders, it is unnecessary to pass such ratification resolution through general meeting or written resolution. The first part will examine the scope and requirements of this rule to illustrate the validity of such assent. S.239(7) leaves the door open for rules of law, which refers to common law principles, to continue guiding ratification. It will be assessed how these rules impose limitations on the general ratification power conferred by s.239.

Salomon v Salomon and Co. Ltd (1897) AC 22 - when Aron Salomon sold his business to Salomon and Co. Ltd. Company, where he was still the major shareholder and some of his family was also a member. He also received a debenture as part of the payment for a secured term. But when the company has gone into liquidation during the 1890’s some argued that his

There is no clear framework of the rules that would cover the contingencies of a ruling to pierce the corporate veil Idoport Pty Ltd v National Australia Bank Ltd. The corporate Veil usually protects owners and shareholders from being held liable for corporate duties. Yet again a decision made by the court to lift that veil and would place the liability on shareholders, owners, administrators, executives and officers of the company without ownership interest. The purpose of this essay is to conduct an analysis on the concept of lifting the corporate veil and to review the different views on its fairness and equitability to present a better understanding of the notion, the methods used was throughout researching the numerous scholars views on the subject, case law and statutes examples, and the evidence provided by the empirical study of Ramsay & Noakes. When we discuss the lifting the corporate veil the first case that pops out is the case of Salomon V A. Salomon & Co Ltd, since the decisions of applying the corporate veil were first formed as a consequence of this case. The idea covers all of company law and distinguishes that a company is a separate legal entity from its members and directors. Furthermore, spencer (2012); have indicated that one of the core principles that followed the decision in Salomon v Salomon was the wide acceptance one man company’s. However In order to form a

In 1954 Ray Kroc became the first franchisee appointed by Mac and Dick McDonald in San

6/2/16 – a meeting was held with Shane, in the presence of his Union Representative, Tom Brice, to discuss the allegation that he violated DOT&PF’s Unauthorized Expenditures/Purchases P&P #10.01.022, when he purchased meals while traveling for work on May 16 - 17, 2016.

“To establish Café de Coral Holdings as a distinguished corporation in the food and catering industry as the world’s largest Chinese quick service