ACC220 LAW OF BUSINESS ASSOCIATIONS: Semester 2, 2022
Assessment Task 2: Assignment
DUE DATE: Tuesday 27 September 11:59 pm (during study
eak due to IT maintenance outage at the end of week 9)
TOTAL MARKS: 40 marks (40% of overall assessment)
WORD LIMIT: 2000 words (references are not included in the word count)
SUBMISSION: Electronically in Canvas. Ensure that you include a cover page with your name, the name of your tutor and day and time of your tutorial.
ASSIGNMENT QUESTION
Wa
en is the “Acquisition Manager” for Black Petra (Aust) Ltd, which is a large public mining company. Black Petra (Aust) Ltd owns and operates several coal mines, railways and port facilities in Queensland. Wa
en is engaged in negotiation with Shovel Equipment Ltd, which is a company that specialises in producing and selling earth moving and mining equipment from their Sunshine Coast base.
Shovel Equipment Ltd has dealt with Black Petra (Aust) Ltd on three occasions in the past twelve months. On each occasion, they have dealt exclusively with Wa
en. No problems have been encountered in relation to past contracts. Each previous sale of Shovel Equipment Ltd products to Black Petra (Aust) Ltd was for trucks, parts and other equipment valued at less than $250,000 on each occasion.
Black Petra (Aust) Ltd has a clause in its constitution providing that, to be effective and legally binding on the company, any single purchase of more than $750,000 must be approved by a resolution of the full board of directors. Wa
en signs a contract on behalf of Black Petra (Aust) Ltd for the purchase of a mobile coal crushing station for $1.6 million, without advising his board because he feels that it is too good a deal to pass up.
An urgent meeting of the board of Shovel Equipment Ltd is called to discuss the authorisation of the sale of the mobile coal crushing station. Sally who is a non-executive director on the board of Shovel Equipment Ltd tells the other directors that when she worked as the company secretary for Black Petra (Aust) Ltd two years ago, this type of decision would normally need full board approval. Sally stressed that while no Black Petra (Aust) Ltd board approval is now evident, she did not know whether this requirement still existed. Sally suggested that it may be prudent to execute the contract under the seal of Black Petra (Aust) Ltd. However, the board of Shovel Equipment Ltd dismissed her advice and immediately passed an urgent resolution “ … authorising the immediate sale of the mobile coal crushing station at the terms stated to Black Petra (Aust) Ltd before any impediment may arise from Black Petra (Aust) Ltd’s senior management.” Later, the board of Black Petra (Aust) Ltd considered the purchase of the mobile coal crushing station to be overpriced and they wished to renegotiate a new deal. Shovel Equipment Ltd insisted that a valid and enforceable cu
ent contract exists.
Will Black Petra (Aust) Ltd be bound to the contract for the purchase of the mobile coal crushing station from Shovel Equipment Ltd? Assume all other contractual details are co
ect and confine your answer to a consideration of the issue of Agency, at Common Law and under the Corporations Act (Cth) 2001.
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.
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 respond to the question.
In terms of addressing the learning objectives and ru
ics (see in canvas):
· In order to demonstrate knowledge of the law for this assignment, you need to state the relevant 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).
Further Guidelines:
· 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 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.
· 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).
• When first refe
ed to in a sentence cite (reference) legislation and cases in full. Cases should be referenced using footnotes, endnotes or your prefe
ed style. For example;
· Section 67 of the Town Planning Act 1987 (Cth) requires that…
· Smith v Jones[footnoteRef:1] (see reference at the end of this page) [1: XXXXXXXXXXALR 203
]
• Subsequent references to legislation and cases may be summarised or truncated to, for example;
· The Town Planning Act requires…; or
· The Act requires;
· In Smith’s case, the court held …
• 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.
N.B. AGLC4 is the prefe
ed footnoting system for law in Australia.
• 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:
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 references and bibliography, see http:
libguides.usc.edu.au/aglc.
· DO NOT add a bibliography or reference list unless you choose to use Harvard referencing. If you use this style, refer to the legislation once and not to each section that you have used.
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.