Faculty of Higher Education

Group Assignment Cover Sheet

This cover sheet must be submitted with your assignment

UNIT CODE

UNIT NAME

DUE DATE

GROUP NUMBER

GROUP MEMBER DETAILS - This section must be completed for all contributing members.
Members not listed will not receive marks.

STUDENT STUDENT NAME SECTION COMPLETED

NUMBER e.g. A, B, C, D
1 CONCLUDING PART B, PART A: ISSUE

2 PART A: APPLICATION OF LAW AND

CONCLUSION

3 PART B (EXCEPT CONCLUSION)

4 PART C

DECLARATION
We certify that:
☒ This assignment is our own work.
☒ We have acknowledged and disclosed any assistance received in its preparation and cited all sources from
which data, ideas, words (whether quoted directly or paraphrased) were taken.
☒ This assignment was prepared specifically for this unit only.
☒ The reference list is truthful and accurate and in Holmes approved referencing style.
STUDENT SIGNATURE / NAME
(only one required on behalf of group)
 BUSINESS AND
CORPORATE LAW

Contents
Part A:......................................................................................................................................................................... 3

Issue:...................................................................................................................................................................... 3

Application:........................................................................................................................................................... 4

Conclusion:........................................................................................................................................................... 4

PART B:...................................................................................................................................................................... 5

Issue:...................................................................................................................................................................... 5

Application:........................................................................................................................................................... 5

Conclusion:........................................................................................................................................................... 6

PART C:...................................................................................................................................................................... 6

Issue:...................................................................................................................................................................... 6

Application:........................................................................................................................................................... 6

Conclusion:........................................................................................................................................................... 7

Bibliography.................................................................................................................................................................. 8
 Part A:
Issue:
The followings matters are to be discussed in this part:
1. can Mark and Marina cancel the contract as they told the hotel manager that they will.
2. what would be the amount of the damages that Mark and Marina claim from the hotel
3. can Mark and Marina recover the advance of $5000 that is already paid to the hotel.
Rule:
There are various methods through which a contract shall be considered to get discharged. 1
It may include:
 Performance
 Agreement
 Frustration
 Operation of law
 Lapse of time
 Virtue of term
 Breach
Discharge by breach is the most common way by which contracts are discharged through the
wrong of one or more parties to the contract. Discharge by breach happens very frequently in
the commercial life. Breach means the violation of the terms of the contract. 2
There are two types of breach:
1. Actual breach
2. Anticipatory breach
Actual breach occurs when one party violates the term of the contract. The anticipatory
breach is made by one party anticipating that the other party will also breach their part of
promise i.e., one party knowns that the other party will be breaching so they become the first
to breach to contract. The effect of the breach is mainly dependent on the importance of the
term of the contract being breached. If a highly important term in the contract is breached
then the significance of breach will also be high. If the term breached is not so significant in
these cases it is possible that the breach shall be forgiven by the other party or it shall also
be corrected by another agreement between both the parties. The remedies of the breach
shall depend on the nature of the breach. A contract is a legal enforcement it means that if
one party does not deliver what they are supposed to deliver the other party is entitled to

1
springer, B. H., 2007. Contract discharge and methods to reduce liability. Outsourcing to India — A Legal Handbook.

2
Powers, T. E. J. & Sawyer, T. H., 1999. Fraud, breach of contract, and breach of fiduciary duty. Journal of Physical
Education, Recreation & Dance; Reston, 70(7), pp. 8,11.
legally enforce those promises. 3 The anticipatory breach is always made at the time before
the completion of the promises. The anticipatory breach may be written or just implied. 4
Application:
Marina and Mark were an engaged couple and for their wedding to be performed they enter
into a contract with Hotel Grand Inquisitor. They visited several locations for their wedding
event but ended up selecting the Grand Ballroom in Hotel Grand Inquisitor. Both Marina and
Mark were very happy with the event. Marina and Mark had agreed for a two-tier cake on
their wedding but the cake which showed up in front of them was not the cake they had
desired for instead it was some casual cake from a bakery shop nearby. The Marina and
Mark was highly disappointed. On making the judgement it was found that the worker had
destroyed the cake through clumsiness and this was the best the hotel could arrange for the
couple. Despite of their disappointment Marina and Mark cut the cake. After the event they
went for the stay in the hotel for the honeymoon suite. When they reached in their room it
was found that there were some renovations going on in the hotel as an overseas dignitary
was to reside in the hotel. Due to the renovation, there were noise and dust and at 1 at night
in full exhaustion Marina and Mark left the hotel and stayed in another place. 5
Conclusion:
The cake and the honeymoon suite are the two things that were not according to the plan and
in this case, there was breach of contract. Despite these two things all the arrangements
were as planned. The total cost for the wedding cake and the honeymoon suite was $900.
Thus, the Marina and Mark even after suing the Hotel Grand Inquisitor could not be able to
take the advance of $5000 back as the total cost of the damage was $900. Other services
like the ballroom rent as well as the catering was perfect and thus Marina and Mark shall not
get the money back, instead they would have to pay more for these services.
Mark and Marina cannot cancel the whole contract instead they shall be entitled to receive
the payment in regard to $900 that is the price of the wedding cake and the honeymoon suite.
Hotel Grand Inquisitor should have informed Mark and Marina regarding the renovations that
were taking place and they should have also informed them regarding the destruction of the
cake by the worker so that they would not have been surprised after seeing it at the time it
was to be cut.
For claiming the damages Mark and Marina would have to show that there was an obligation
that was not fulfilled and due to that they had to suffer. In this case, the damages that were
caused to them included monetary damages (the amount of money they had to pay to
another hotel for staying the night) as well as reputational damage (the damage that was
caused due to sponge cake that was placed in front of them). 6

3
Nienaber, P. M., 1962. The Effect of Anticipatory Repudiation: Principle and Policy. The Cambridge Law Journal, 20(2),
pp. 213-233.

4
Dawson, F., 2009. Metaphors and Anticipatory Breach of Contract. The Cambridge Law Journal, 40(1), pp. 83-107.
5
Kogelenberg, M. v., 2014. Deliberate Breach of Contract and Consequences for Remedies: Exploration of a Neglected
Area in the Law of Contract. Maastricht Journal of European and Comparative Law.
6
Blumenreich, G. A. J., 2008. Liquidated Damages. Liquidated Damages, 76(2), pp. 85-8.
 PART B:
Issue:
Based on the Corporations Act 2001 will RJ Booker be able to get commission from Mimi
based on the agency relationship or not?
Rule:
Agency:
Agency plays a vital role and if one has made an agency contract it shall have t be fulfilled.
Any contract made by an agent on behalf of the third party shall be considered as valid and
the principal would have to act upon it. 7The agency relationship can be formed by:
 Contract formed between the principal and the agent
 Ratification
 Estoppel
The extent for the` agent’s authority is always a question of fact. The agent has only rights to
act within the authority given to him. If an agent working outside its area of authority forms a
contract, then such contract shall not be enforceable on the principle. The type of authority
provided to the agent is basically categorized into two types:
1. Actual authority
2. Ostensible authority
Actual authority means the authority that is given to the agent as mentioned in the terms of
contract or told to the agent verbally. 8 Whereas the ostensible authority means the authority
the agent could exercise in the situation where he finds that it is best suitable or he would
have acted the same if the goods were his own i.e., worked in the good faith. According to
the Corporations act, it is duty of the principal to pay the agent minimum remuneration as well
as the indemnification of the agent. 9The relationship between the principal and the agent is
determined on the base of the agreement between them. The agreement will define the
boundaries for the authority of the agent as well.
If the agency is created by the estoppel, then the responsibility would lie on the conduct of
the agent whereas if the agency is created by the agreement the agreement would define
responsibility for both the agent as well as principal.
Application:
Considering the above scenario, the RJ Booker is the agent of Mimi as they have established
the contract of agency among them and Mimi had also signed the contract. The contract was
for the sale of her unit which was situated on the 19 th floor of the building. The contract
among them was that the Gustavo working as the head of the RJ Booker shall bring a
qualified buyer and Mimi shall pay the commission to Gustavo which was currently the 3% of
the purchase price of the sale unit. According to the terms of the contract, the Gustavo

7
Baker, R. M., 2019. The Agency of the Principal–Agent Relationship: An Opportunity for HRD. 21(3), pp. 303-318.

8
Jurkevičius, V. & Pokhodun, Y., 2018. The doctrine of apparent authority as a precondition for sustainable business.
Entrepreneurship and Sustainability Issues.
9
Biason, K., 2020. How Does A Non-Compete Clause Work? Legal Vision.
managed to bring the qualified buyer to Mimi. The person Gustavo brought was ready to
purchase the unit on the terms that were stated in the contract and after inspection.
Without informing Gustavo, the Mimi sold the unit to some other unknown party. On knowing
the fact, the Gustavo asked for the commission i.e., 3% of the purchase price of the unit.
As there was contract of agency among the both parties thus the Gustavo would have been
informed about the contract.
Conclusion:
As we know that, according to the Corporations act, it is duty of the principal to pay the agent
minimum remuneration as well as the indemnification of the agent so the Mimi is liable to pay
the Gustavo, his commission on the purchase price of the unit. If Mimi would not enter the
agency relationship, these circumstances would not have been occurred. As Mimi had
agreed to the terms and conditions of Gustavo and entered the agency relationship, she will
have to fulfill all the obligations being the principle according to the Corporations Act 2001.

PART C:
Issue:
This part is linked with the contract law. Contract is being done in between Gazza and DA
Bank. There were specific terms in the contract. Contract law is important in companies and
corporations. 10 Contact law is such thing that includes the promise made by parties and laws
and regulations that are important to fulfill that promise. Gazza is Group Head for corporate
finance and is employee of DA Bank. In the employment contract of three years there were
some terms that were signed by Gazza. These terms of contract include:
1. When Gazza will leave DA Bank then he will not contact the clients of DA Bank.
2. This limit will last for 3 years
3. There will be no contact by phone, email, mail or any other mean of communication
with clients.
But the issue is that Gazza resigned after one year and he joined any other company. After
joining the other Bank, he contacted the clients of DA Bank.
Application:
Considering the above scenario, it is observed that there is breach of employment law by the
Gazza. Gazza should have followed the contract law done with DA Bank. There is a non-
complete contact between Gazza and DA Bank. Non- compete contract is also known as
restraint of trade clause. 11 [CITATION DJL99 \l 1033]Gazza contracted with DA Bank on 15 th
Feburary,2020 that he will not contact with any client of DA Bank for 3 years after terminating
the employment contact. Gazza resigned on 1 st March, 2021 and he joined any other Bank on
the same post. After joining other bank he started contacting with clients of DA Bank. DA
Bank can take legal action against Gazza upon breaching the terms of employment contract.
This law comes under the contract Law and Corporation Act 2001. According to Australian

10
Ito, N. C. & Zylbersztajn, D., 2016. Power and selection of contract terms: The case from the Brazilian orange juice
sector. Revista de Administracao; São Paulo.
11
D.J., L., 1999. Implied Duties in the Contract of Employment. Employment Law. Macmillan Law Masters. Palgrave,
London.
contract law employer can take legal action against employee if he breaches any terms of
non-compete contract.
Conclusion:
The case is mentioned above that is linked with non-compete contract. DA Bank who is
employer can take legal action against Gazza according to the Australian contract law. As
Gazza breach the term of contact which was that he contacted with clients of DA Bank after
resigning with DA Banka and joining another bank who is in competition market with DA
Bank. By taking legal action upon the employment contact D Bank can stop Gazza for
contacting the clients. 12

Bibliography

12
McCarthy, A., 2018. CHANGES NEEDED TO EMPLOYMENT LAWS. Australian Nursing and Midwifery Journal.
Baker, R. M. (2019). The Agency of the Principal–Agent Relationship: An Opportunity for HRD. 21(3), 303-318.
doi:https://doi.org/10.1177/1523422319851274

Biason, K. (2020). How Does A Non-Compete Clause Work? Legal Vision. Retrieved from
https://legalvision.com.au/how-does-a-non-compete-clause-work/

Blumenreich, G. A. (2008). Liquidated Damages. Liquidated Damages, 76(2), 85-8. Retrieved from
https://akin.css.edu/login?url=https://www.proquest.com/scholarly-journals/liquidated-
damages/docview/222287386/se-2?accountid=10224

D.J., L. (1999). Implied Duties in the Contract of Employment. Employment Law. Macmillan Law Masters. Palgrave,
London. doi:https://doi.org/10.1007/978-1-349-15002-1_4

Dawson, F. (2009). Metaphors and Anticipatory Breach of Contract. The Cambridge Law Journal, 40(1), 83-107.
doi:https://doi.org/10.1017/S0008197300096446

Ito, N. C., & Zylbersztajn, D. (2016). Power and selection of contract terms: The case from the Brazilian orange juice
sector. Revista de Administracao; São Paulo, 51(1), 5-19. doi:http://dx.doi.org/10.5700/rausp1220

Jurkevičius, V., & Pokhodun, Y. (2018). The doctrine of apparent authority as a precondition for sustainable
business. Entrepreneurship and Sustainability Issues; Vilnius, 6(2), 649-661.
doi:http://dx.doi.org/10.9770/jesi.2018.6.2(13)

Kogelenberg, M. v. (2014). Deliberate Breach of Contract and Consequences for Remedies: Exploration of a
Neglected Area in the Law of Contract. Maastricht Journal of European and Comparative Law, 21(1), 141-
161. doi:https://doi.org/10.1177/1023263X1402100107

McCarthy, A. (2018). CHANGES NEEDED TO EMPLOYMENT LAWS. Australian Nursing and Midwifery Journal, 25(11),
28. Retrieved from https://akin.css.edu/login?url=https://www.proquest.com/scholarly-journals/changes-
needed-employment-laws/docview/2062898871/se-2?accountid=10224

Nienaber, P. M. (1962). The Effect of Anticipatory Repudiation: Principle and Policy. The Cambridge Law Journal,
20(2), 213-233. doi: https://doi.org/10.1017/S0008197300010552

Powers, T. E., & Sawyer, T. H. (1999). Fraud, breach of contract, and breach of fiduciary duty. Journal of Physical
Education, Recreation & Dance; Reston, 70(7), 8,11. Retrieved from
https://www.proquest.com/docview/215767718/abstract/12E0C29E018A4F3EPQ/1?accountid=10224

springer, B. H. (2007). Contract discharge and methods to reduce liability. Outsourcing to India — A Legal Handbook.
doi:https://doi.org/10.1007/978-3-540-72220-5_9