ACC220 Assignment XXXXXXXXXXAltV
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ACC220 Law of Business Associations Semester 2, 2019
Assessment Task 2 – Written Hypothetical Assignment
DUE DATE: 5pm, Monday Week 10
TOTAL MARKS: 40 marks (40% of overall assessment) [Each Question is worth 20
marks]
WORD LIMIT: 2000 words
SUBMISSION: Electronically in Black Board under the Assessment tab. Ensure
that you include a cover page with your name, the name of your tutor and day and
time of your tutorial.
NOTE: There are two (2) questions. You must submit answers to BOTH questions
(including sub-questions). Submissions should be in a single document. In preparing
your responses you should focus ONLY on Modules 3 to 7.
QUESTION 1:
Unique Victorian Arts and Crafts Ltd “UVAC” is a company that sources and distributes
unique, hand-made arts and crafts products from creators throughout Victoria. The
company was set-up initially as a joint-enterprise by a number of local craft creators in
order to distribute products for sale in cafes and gift stores.
The constitution of UVAC provides for two classes of shareholders: Class A and Class B.
Whilst both classes hold equal voting rights, Class A shares can only be acquired by
those engaged in the business of hand-made craft creation in Victoria. Class B shares are
open to acquisition by anyone. The only other difference between the two classes is that
the constitution requires that any appointment of a director can only occur after a
eport and short-listing process completed by an independent consultant appointed by
majority vote of the Class A shareholders.
There are cu
ently 7 Class A shareholders and 26 Class B shareholders (who include a
number of competitors to UVAC based in New South Wales). The board of directors is
made up of Georgiana Baird, Yasmin Fa
ell and Norah Lawrence. Each of the directors
hold Class B shares, whilst Norah also holds Class A shares (consisting of a 12% stake in
the company).
Norah’s term as director is due to expire in September 2019, but Georgiana and Yasmin
do not want Norah to be re-appointed. This is in large part because Georgiana and
Yasmin want to see UVAC expand beyond Victoria and source a greater range of
products. Norah thinks that the focus should remain with the local creators that the
company was set-up to serve.
In July 2019, Georgiana and Yasmin (without discussing it with the Class A
shareholders) appointed Seek-Easy Consultants to conduct the review and shortlisting
process for the appointment of director at the Annual General Meeting in September.
They explicitly instruct the consultant not to include Norah on the short-list.
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At a directors’ meeting on the 2nd of September 2019, a resolution is passed approving
the issue of the notice to call an Annual General Meeting to be held on the 13th of
September and giving notice of resolutions dealing with the following matters:
- That the short list of directors’ (which does not include Norah) be put to the
shareholders for consideration and the appointment of a new director from the
short-list;
- That the constitution be amended to allow for the buy-back of Class A
shareholdings in excess of 10% of the shares of the company, at the discretion of
the directors and at a price determined by the directors.
Advise Norah as to:
A. Whether she can prevent Unique Victorian Arts and Crafts Ltd from acting
on the shortlist prepared by Seek-Easy Consultants because it was not
prepared by a consultant approved by the Class A shareholders; and
B. What the requirements for amending the constitution are, and whether she
can prevent the amendment allowing for the buy-back of Class A shares.
QUESTION 2:
Lovely Teas Pty Ltd is a company involved in the importing and distribution of a range
of he
al teas throughout Australia. The business returns a modest profit each year
which are generally distributed to shareholders in the form of dividends. The directors
of the company are Leigh, Anastasia and Rebekah who each own 25% of the shares in
the company. The remaining 25% of the shares are owned as follows:
- 5% each by two past employees of Lovely Teas Pty Ltd, Elizabeth and Joan;
- 5% each by three outside investors: Boyd, Zander and Kymani.
Throughout 2019, Lovely Teas has been in a legal dispute with Elizabeth over a claim
for wrongful dismissal and appropriate payments in relation to a bonus that she had
een promised for developing a successful marketing campaign for Lovely Teas. In July
2019, the court handed down a decision in Elizabeth’s favour ordering Lovely Teas to
pay her compensation.
At a board meeting on the 1st of August 2019, Rebekah proposes a resolution to
incorporate a separate company, Te
ific Teas and Coffees Pty Ltd and to transfer the
usiness of Lovely Teas to it. The resolution is passed unanimously.
On the 10th of August 2019, Te
ific Teas and Coffees Pty Ltd is incorporated, the assets
of Lovely Teas are transfe
ed to it and all the customers and suppliers are updated
with the new details. The shareholders of Te
ific Teas and Coffees are its directors,
Leigh, Anastasia and Rebekah, along with Boyd, Zander and Kymani. The directors left
enough funds in Lovely Teas’ bank account to pay the outstanding debts to their
suppliers (with the exception of the amount owed to Elizabeth).
Advise Elizabeth and Joan:
A. Whether the directors of Lovely Teas Pty Ltd have
eached s181 of the
Corporations Act 2001 (Cth) or their equivalent equitable duties and what
penalties or remedies might be applicable; and
B. Elizabeth, whether a Court would hold Te
ific Teas and Coffees Pty Ltd
liable for the outstanding debt owing to her by Lovely Teas Pty Ltd.
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ASSIGNMENT GUIDELINES & INSTRUCTIONS
The following guidelines are based on a review of common e
ors made in assignments.
Students are asked to read these guidelines carefully as they will be taken into account in
marking your papers.
ASSESSMENT CRITERIA
As noted in the course outline, the assessment criteria for this assessment task are:
1. Demonstration of knowledge of the law, as evidenced by accurate statement of
elevant legal principles;
2. Demonstration of understanding of the law, as evidenced by cogent and coherent
application of legal principles to the fact situation as stated;
3. Demonstration of requisite academic communication skills, as evidenced by
logical structure of arguments, appropriateness of conclusions, accuracy of
citations (legal referencing) and academic referencing and use of accurate and
appropriate expression.
CONTENT AND ANALYSIS
The focus of the assignment is on clear, accurate and concise application of the law to the fact
scenario. You should make direct reference to the relevant sections of the legislation (the
Corporations Act 2001 (Cth)), as well as the relevant case law (such as that discussed in the
lectures and textbook). Make sure you clearly and directly answer the question that is asked.
Whilst there may be a range of issues that arise on the facts, focus on the key issues required to
espond to the question.
In terms of addressing the assessment criteria:
• In order to demonstrate knowledge of the law for this assignment, you need to state the
elevant legal principles accurately and reference them appropriately by citing case law
and legislation;
• In order to demonstrate understanding of the law, you need to apply the relevant legal
principles to the facts of the case study in order to reach a conclusion;
• You need to adopt a logical structure (it is recommended you use headings), avoid
spelling and grammatical e
ors (see further under ‘Structure and Style’ below) and
present your arguments in a coherent and convincing manner.
Your assignment must make relevant reference to case law and legislation. Whilst you are
welcome to use your prefe
ed referencing style, footnotes are the recommended referencing
format for legal writing (use the “Insert > Footnote” function in Word).
Guidelines and Recommendations:
• DO NOT merely reproduce the facts given in the problem. This WILL NOT attract marks (this
problem often occurs in written introductions, where it would appear that the student is not
sure where to start).
• DO NOT use headings such as ‘issue’, ‘law’, ‘application’. Your focus rather should be in
structuring your response around the legal issues themselves (based on the questions and
sub-questions). As such, focus to start with on identifying the relevant legal issues. You
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should then move on to both outline and apply the relevant law to the fact scenario. In
doing so you should note:
• It is not enough to state relevant legal principles without explicitly applying those
principles to the facts
• It is not enough to discuss the facts in general without any reference to the law/legal
principles
• Make sure you come to a conclusion on each legal issue
• Statements of legal requirements/ principles must be accurate. Use of your own words is
encouraged but must convey the substance (meaning of) the legal principle/s.
• Your application and analysis should include:
• Statements of the relevant law including the elements requiring proof (from the
legislation) and interpretation of those elements (from legislation and case
authorities as appropriate)
• An application of the legal requirements (elements) and their interpretation to the
facts in question – after co
ectly identifying the relevant legal issues, this is the
most important aspect of your answer
• A consideration of legal remedies available to the injured party should the action be
proven.
• Accurate and full reference to cases and legislation must be used (see further below).
STRUCTURE AND STYLE
The following guidelines reflect the requirements of formal academic writing generally and
those more specifically relevant to law.
• Executive summaries or abstracts should NOT be included.
• Headings may be used (and are recommended).
• Headings should reflect the legal issues raised by the problem
• Do NOT use headings such as IRAC (issue, rule, application…)
• Do NOT use headings ‘introduction’, ‘analysis’, ‘conclusion’
• Avoid a
eviations- eg use ‘has not’ instead of ‘hasn’t’.
• Avoid informal language- eg use ‘Therefore..’ instead of ‘So..’ or ‘Well..’.
• Avoid use of emotive language- eg use ‘I argue.., “I would argue..’, ‘I assert.., or ‘I contend..’
instead of ‘I believe..’, ‘I feel..’ or even ‘I think..’.
• Be mindful that legal analysis is about logical argument based on principles as applied to the
facts and not about personal responses- emotional or value-laden.
• Avoid use of ‘slang’ (or poor grammar generally)- eg use ‘should have’ instead of ‘should of’.
• An opinion may be stated but must be based upon an application of legal principle to the
facts.
• Ensure you proof read your submission, checking for accurate spelling and grammar (and
make use of the spelling and grammar checks available in your word processing software).
• Full sentences, containing a subject, ve
and object must be used.
• When beginning a sentence with a reference to a section of legislation use ‘Section..”
• When refe
ing to a section of legislation mid-sentence use ‘s.…’.
• When refe
ing to a court’s finding or judgement use, for example, ‘It was held in that case
that..’ or ‘The court held that..’(Note third person and past tense used).
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• When first refe
ed to in a sentence cite legislation in full, and the full name of cases plus the
year of reporting. For example;
• It was found in Smith v Jones (1986) 5 CLR 98 that..
• Section 67 of the Town Planning Act 1987 (Cth) requires that…
• Subsequent references may be summarised or truncated to, for example;
• In Smith’s Case…
• The Town Planning Act…; or
• The Act…
• Care should be taken in the use of quotations and reproduction of sections of legislation.
• Generally a quotation should only be used when the author being quoted conveys her
own very specific idea that you are referencing, or when the author conveys an idea in a
manner that is convincing and that you cannot adequately paraphrase.
• Reproduction of provisions of legislation should be limited to very
ief sections or
parts of sections
REFERENCING
• Whilst you may (consistently) use any referencing style, the most accepted style in law is
footnoting.
• The standard law reference guide is the Australian Guide to Legal Citation (AGLC) (4th ed) and
is available at: http:
www.law.unimelb.edu.au/mul
aglc. There is a great deal of detail
in this guide. For our purposes, please note the following and refer to further instruction in
the lectures:
• Use footnotes by using the ‘insert’ icon in Word and scrolling down to footnote or endnote.
Footnotes will appear at the bottom of the page you are working on.
• Your footnote should contain references to cases and legislation.
• Accurate, complete references to cases and legislation must be given (and may be found
in your text).
• References to legislation must contain the relevant section to which you are refe
ing.
• References to either legislation or cases must NOT contain spelling e
ors.
• Case names and legislation should be presented in italics or underlined.
For a short cut to the AGLC giving examples of how to format the most common types of
eferences and bibliography, see http:
libguides.usc.edu.au/aglc.
FORMATTING
• An assignment cover page should be attached to your work.
• The name of your tutor and the day and time of your tutorial MUST appear on the
assignment cover page.
• Appropriate margins should be provided on each page of your work.
• A copy of your paper should be retained for your reference.
• Use Times New Roman 12 font and 1.5 line spacing.
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Marking Ru
ic
Assessment
criteria
Outstanding (HD) Very Good (D) Good (Credit) Satisfactory
(Pass)
Unsatisfactory
(Fail)
1. Knowledge of
the law
Very thoroughly
esearched,
effective use of
materials;
comprehensive
identification and
discussion of
issues
Well researched,
appropriate use
of materials;
good
identification and
discussion of
issues
Competently
esearched, good
use of materials;
majority of
elevant issues
identified and
discussed.
Some relevant
materials
overlooked; some
use of research
materials;
possibly some
misunderstanding
of issues or
materials
Limited research,
elevant materials
overlooked or
misunderstood;
failure to identify
and discuss relevant
issues
2.Understanding
of the law
Thorough analysis,
deals effectively
with complexity of
issues;
persuasively
argued throughout,
contrary arguments
anticipated, good
critical evaluation
of materials
Good analysis,
argument well-
developed and
supported, some
critical
evaluation of
materials
Some analysis of
issues; argument
may be under-
developed or
unpersuasive,
synthesis of
materials with
limited critical
evaluation
Mainly
discursive with
little analysis of
issues; basic
argument is
unclear or
undeveloped or
not well
supported, some
eference to
elevant material
Insufficient
analysis, argument
is lacking or
unsound, failure to
use relevant
materials, may
indicate confusion
or
misunderstanding
3. Academic
communication
skills
Clear and logical
structure. Minimal
e
ors in
expression,
grammar, spelling
or punctuation; full
and accurate
citation of
authorities and
sources;
thoroughly edited.
Generally well
written.
Occasional minor
flaws in
expression,
grammar,
spelling or
punctuation;
authorities and
sources are
generally cited
co
ectly; well
edited
Reasonably well
written. Some
flaws in
expression,
grammar,
spelling or
punctuation;
may have some
missing,
incomplete or
inco
ect
footnote
citations; some
oversights in
editing
Writing may be
difficult to follow
in parts. Flaws in
expression,
grammar,
spelling or
punctuation; a
number of
missing,
incomplete or
inco
ect footnote
citations; editing
with little care
Poorly written,
difficult to follow.
Frequent or
epeated flaws in
expression,
grammar, spelling
or punctuation;
inadequate citation
of sources; poor
editing