PART A
OPTION 1
Issue
This instance is an issue of the Contract law. The SOO Burgers had run a competition in context to Australia and New Zealand to increase their sales as the restaurant chain was running slow in context tom the last financial period. They levied a promotion, which was known as the Fair Drunken Deal. On collection of 50 tokens in context to the wrappers of the burger, one would get a chance to win a new Mazda CX-9. However, the issue rose when more than one individual headed to the SOO burger’s head office claiming that they had collected the wrappers and are subjected to the prize. When the company saw that more than one consumer were heading the office, the management declared that due to a printing error this mishap occurred.
Rule
The Consumer law of Australia imparts protection in context to unfair contract terms. A proper contract needs to subject contract terms, interest free offers and lay-by agreements. The contracts have conditions and terms that set the responsibilities and rights for each party. In regard to the Corporations Act 2001(Cth), if a company is registered to CAN or ARBN or ABN is subjected to the security interests. In context to the contract law if the contract is on the asset or the personal property than PPSA will be subjected to be applied. In this case, the Consumer Law plays a pivotal role. In accordance to the ACL (Australian Consumer Law), it can be applied where a contract misleads the consumers and uses prejudicial terms of provision. The ACL imparts the consumers with product safety framework, regulatory and legislative framework, enforcement powers, and new penalties andoptions to redress. The consumer fortification provision is divided into broad categories. One of the important one being that the misleading and deceptive contracts will not be entertained. A person who faces this kind of conduct can ask for compensation .
However, an offer forms a valid attribute in context to the Contract Law. In this ground an offer is a promise that is initiated for exchange. This is the element that can be terminated and negotiated. Validity of a contract is generally based in context to this attribute. There was a case named Carlill v. Carbonic Smoke Ball Company (1893), the offer clause played a very important role . Building of the unfair contract is not legal regard to the consumers by any company. Another important clause is the Disclaimer clause. If the company pertains this clause then the liability for the damage or any subjection is not adhered. Another case Fisher V Bell (1961) imparted thatoffers given in actual terms are basically invitations and not offers, that means that the company will not be reliable to the consumers . However, this case can be deciphered similar to the case of Beale V Taylor (1967), in which similar type of incident occurred. It also imparted that an organization can depart advertisements and it can have several laws and disclaimers to it. The liability in this context lied on the part of the consumers for not getting confirmation for a booking .
Application
Application in terms of the contract law can be applied in this case. But the Contract Law of Australia is not coded in terms of a single legislation. It is imparted by common law. The application is easy in terms of this case as the company in this case is not subjected to the compensation in regard to the Contract Law. A contract is generally an attribute that is legally binding. But in this case, the advertisement was not legally binding. In this case, the consumers Mickey and Brett can file a case in context to the Australian Consumer Protection Act. But since there was no legal stance involved between the parties, the company will not be questioned. In context to contracts, it had also been seen at the case of Dickinson v Dodds (1857)2 Ch D 463, CA that revocation needs not to be communicated in direct terms. Offers in this context are subjected to be withdrawn before it is generally accepted .
Advice to SOO Burger
In this context, SOO Burgers had given an advertisement and will have its own disclaimers. Misprinting issue was subjected in this regard by the management of the SOO Burgers when they saw that multiple people were demanding for the car. The company could easily subject this as the contract law believes in agreements. When a written agreement is made between the parties, the contract law can be challenged if the consumers do not get the desired result. It was just an advertisement that they made to increase their sales.
The company can easily comprehend that they have asserted disclaimer clause and are not subjected to the misprinting. Since it was not a legally binding contract, the com0any is not subjected to pay to the individuals who have got the tokens.
Advice in context to the positions of Mickey and Brett
The consumers in this context got hampered as they believed in the fact that the company will provide then with cars when they will get the tickets. The consumers Mickey and Brett can file a case in context to the consumer protection law. Consumer protection laws states that no misleading information can be subjected in regard to the consumers. Both Mickey and Brett had collected the tokens and had headed to the head office as said but it was the stance of the company to say that it was a printing mistake to which they were not subjected.
Conclusion
In conclusion it can be stated that the issue is majorly catered on the sides of the consumers since the company will not be liable at any cost to the consumers as per the contract law. The contract law generally has five attributes and if any of the attribute is not adhered, the contract will not been seen as a legal one but a standard advertisement. Thus the case also imparted that the consumers Mickey and Brett cannot partake any kind of legal action in context to the company.
PART B
OPTION 2
Issue
The issue is regarding the operation and the business management of Joytronics Pty Ltd. The organization deals with selling electronic products such as semiconductors, test equipment, motors, speakers, different t tools, batteries, and other electronic components. There are three personalities, such as are Mercedes, Gregg, and Felix and they take care of the business process. Mercedes, Gregg, and Felix all are the shareholders if the organization. Felix takes care of the main store and reports to the Joytronics Pty Ltd, the main store In Sydney. However, Mercedes manage the operation as that person holds the non-executive director of the organization. On the other hand, Gregg takes care of the warehouse. Asper the progress and business report the organization until 2018 the organization has faced upward progress for seven years continuously. However, due to two different business scenarios, the market allows another organization to take entry in the market and that left a huge effect on the business of the organization. Before the business was raising upwards due to the nonexistence of any business. In the last six months, the business of Prime point car audio affected the business of Joytronics Pty Ltd. In this scenario, Flexi went for an idea to move or shift the warehouse and business and choose a market where they can do business alone. He discovered a place for the warehouse in Parramatta and identified this place as one of the most profitable places for the business. However, in choosing the warehouse for the business, Paamatta caught the eye of Felix and he started to believe it to be the place that can give a huge boost to the business. Hence, he introduces his plan with other shareholders to make the warehouse. Felix wanted to console others and expressed that if they do not take prompt action it might be taken by other organizations. This organization bought the warehouse and started a business in that place after three months. In such a case, the organization faced an unexpected failure, which becomes the reason behind the stress of the shareholders.
Law
The statutory duty of care and diligence as a director: Ad a director of an organization every responsible person has their specific duty and of the highlighted person do not carry on their duty it is been denoted as a breach of duty. Diligence and care are highly depended on several factors such as circumstance where the director is, name office or location or not, and the same responsibility of the director or not. In this case, the objective of the organization is required to be reasonable. In this case, to make the case reasonable it is essential to understand the type of company, the experience of the director, skill of the director, nature of the business, work distribution, human resource, and board composition (Sarra & Williams, 2018). The breach of duty is based on several factors such as the director do not pay attention to the business of the organization; do not inform the important person properly about any decision. However, acting dishonest with the business of the organization is also a breach of responsibility towards the organization.
CORPORATIONS ACT 2001 (SECT 180): As per the law, the director is the topmost person of the organization who is liable for the business growth and market condition. According to the law, every director has the same responsibility and potential to stay attached to the business (Ali, 2018). This act also identifies the responsibility of the directors where the directors might take stapes according to the law.
CORPORATIONS ACT 2001 – SECT 588g: This amendment gives importance to incurring any debt. As per the law, the organization or the director takes action towards the involvement of the organization (Barnett, 2018).
Arguments
The breach of duty is based on several factors such as the director does not pay attention to the business of the organization; do not inform the important person properly about any decision. IJN this case it is seen that in choosing the warehouse for the business, Paamatta caught the eye of Felix and he started to believe it to be the place that can give a huge boost to the business. On the other hand, the Person should have gone for the other option as it becomes attractive for the person. However, he also acted as an influencing person. In that case, other directors did not carry their responsibility top to identify the location and revise the location for the business development. Hence as per section 180 and 588g, the directors have specific job roles and responsibilities and for the work, analyzing it is leaving an effect on the business.
As per CORPORATIONS ACT 2001 (SECT 180), the directors can check the business profile and maintain the business process along with taking a vital decision for the business. This act is also effective towards data breaching as the directors have the potential to breach the private data of the business.
On the other hand, section 588g of CORPORATIONS ACT 2001, gives importance towards incurring any debit and in that case though one did not agree to buy the warehouse and receive the place others were not sure about buying the warehouse.
This case identifies the responsibility of every employee towards the business and the organization. For the warehouse of the organization, Gregg was responsible for the management of the warehouse. Hence, it is his responsibility to take care of the requirements of the warehouse and understand the processing requirements or business requirements. However, it is seen that he did not make any judgment and agrees with Felix, which cause losses for the organization.
Conclusion
The above discussion has shed light on the responsibilities of the directors and the breach of their responsibility. As a director, every person might deal with the affairs related to the business and possess critical thinking. On the other hand, proper analysis is required before making any decisions. In this scenario, it is seen that a single person moved everyone and no one tried to verify the place. IT would have been better if they would have verified the place and analysed the financial factors.
References
Ali, M. (2018). Determinants and consequences of board size: Conditional indirect effects. Corporate Governance: The International Journal of Business in Society, 18(1), 165-184.
Barnett, K. (2018). A Reconsideration of S 1324 (10) of the Corporations Act 2001 (Cth): Damages in Lieu of an Injunction.
Beale v Taylor [1967] 1 WLR 1193
Carlill v Carbolic Smoke Ball Company [1892]EWCA Civ 1
Dickinson v Dodds [1857]2 Ch D 463, CA
Fisher v Bell (1961) 1 QB 394
https://www.australiancontractlaw.com
Sarra, J. P., & Williams, C. (2018). Directors’ Liability and Climate Risk: Canada-Country Paper. Commonwealth Climate and Law Initiative.