LAW OF BUSINESS ORGANISATIONS: LAWS641
Semester One 2018
ASSIGNMENT:
Total marks for this assignment = 100%
Worth 60% of the overall mark for this pape
Instructions
1. Case citations, statutory and other references must follow the New Zealand Law Style Guide (Second Edition). This is available under the AUT Li
ary subject tab for Law.
2. The assignment consists of FOUR QUESTIONS, with potential marks totalling 100%, which must all be answered. There are two problem questions and two long paragraph questions. The word limit is 2,000 words. Please note that this is a limit not a target.
QUESTION ONE [25 MARKS]
Michael, Leonora and Ge
y are friends who fly model aeroplanes in the weekends at a model aeroplane club. Michael has good technical skills and can assemble and repair the model aeroplanes. Leonora is an accountant and has good business skills. Ge
y is a happy person who makes friends easily and is good at persuading people to do the kind of things she likes doing. Michael has been assembling and repairing model aeroplanes for other club members in his garage at home. He has to buy spare parts for the repairs and he resells the parts to the club members when the repair is complete. Leonora starts helping him to keep control of the payment of the expenses and the collection of the money. Being an accountant, Leonora persuades Michael to start charging for his time and trouble, and to add some more to his charges so Leonora can get paid for the accounting work.
Ge
y hears about this and starts
inging along people from her wide circle of friends to be introduced to model aeroplane flying and to get Michael to assemble their planes for them and to keep them in good repair. Ge
y also wants to be paid so that she can buy better aeroplanes for herself and her twin sons. They decide that the easiest way is to increase the fees that Michael is charging and for the three of them to share what is left over after paying for the costs of the parts and a small rental to Michael for the use of the garage. Leonora has discovered a good source of new model aeroplanes in Korea and starts importing them to resell through Michael’s garage workshop, sharing the markup with the others.
Michael repaired a model aeroplane but when its owner flew it, immediately after getting it back from Michael, it malfunctioned and crashed. The model plane fell into a nea
y business premises and damaged some very expensive equipment, belonging to Geek Ltd. Geek Ltd are suing for $300,000 compensation.
If the court action is successful, who would be liable?
QUESTION TWO [30 MARKS]
The concept of separate legal personality is fundamental to company law.
With close reference to leading cases, explain this concept and its relationship to the doctrine of limited liability. In your answer explain and analyse some of the critiques of this doctrine eg issues of moral hazard and the costs to society.
QUESTION THREE [25 MARKS]
To preserve commercial certainty, the Courts have been very reluctant to “raise the corporate veil” to impose liability on individual shareholders or directors.
Explain what is meant by the metaphor of “raising the corporate veil” with close reference to at least two cases in which the court has been required to consider this issue.
QUESTION FOUR [20 MARKS]
Alina and Pete are the directors and shareholders of Cool Reads Ltd, which ca
ies on business as a book retailer. The company is just
eaking even financially. They meet Boris, a well-known media figure, who has just published his first novel. Boris persuades them to have the company purchase 100,000 copies of the novel. The copies are purchased using the company’s credit facility at GNZ Bank. The book is poorly reviewed in a national newspaper and does not sell. The lessor of the company’s shop contacts Alina and Pete because rental has not been paid on time. The company’s main supplier of books has also not been paid and Pete and Alina are expecting a call any day about that unpaid account. Alina and Pete have been drawing small salaries as directors, but have not received any dividends. They wish to declare a dividend now.
Required:
Advise Alina and Pete on whether they, as the board of directors of Cool Reads Ltd, will be able to satisfy the requirements to properly declare a dividend.