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MLC707 Commercial and Corporations Law Assignment Brief
Country Living Ltd is a company registered in Australia manufacturing and selling camping equipment and accessories. It proposes to expand its business to include either the manufacture of outdoor home furniture such as gas heating units for outdoor use, BBQ cook tops, outdoor lamps and other outdoor electrical items or the manufacture of indoor replica antique clocks.
Before making any decision about the expansion, Country Living Ltd conducts a survey into the feasibility and marketability of the two projects above. The board of directors subsequently meets and decides on the matter. Judy is not interested in the topics being discussed. She lives in apartments all her life and has no appreciation for any of the outdoor or camping equipment. She also has no interest in decorating homes with antique furniture. As a result of her disinterest and during the board meeting, she plays with her latest phone and her tablet. It is only towards the end of the meeting that she provides a passionate speech on why the board should vote on the indoor replica antique clock project. The board unreservedly agrees with her as she has been “right most of the time”. Hence, the board resolves to take on the indoor replica antique clock project and expand its business, and rejects the outdoor home furniture project.
Before the board meeting, the survey results have been collated and the results indicate that there is not a lot of demand for indoor replica antique clocks.
Two months after the board meeting, Judy resigns from the board of Country Living Ltd and goes to work for Classic Trend Pty Ltd, a company that manufactures modern indoor furniture and her brother Andrew is the managing director. Judy discusses the survey outcomes with Andrew. As a result of that discussion, Classic Trend Pty Ltd decides to expand its business to include the manufacture of outdoor home furniture, including gas heating units, BBQ cook tops and fancy outdoor lamps. The expansion at Classic Trend Pty Ltd proves to be successful.
Thornton is the managing director of Country Living Ltd. He comes to you for advice on the following matters:
- What duties have been breached by Judy under the Corporations Act 2001 (C’th) and under the general law? Your answer should include relevant sections of the Corporations Act 2001 (C’th) and should include relevant court cases.
- Some shareholders of Country Living Ltd are threatening to initiate a statutory derivative action against the board of directors for failing to take on the outdoor home furniture project. In the alternative, they want to bring an oppression action against the board of directors. Can they initiate either of these actions in court? Explain fully.
Instructions for the Assignment
The following instructions must be read together with the information contained in the Unit Guide and, in particular information regarding “plagiarism and collusion” which are posted on CloudDeakin.
- This assignment may be completed either on your own as an individual OR as a group with no more than 4 students in the group. That is, the group size for your assignment may be 1 - 4 students. You can have a mix of on campus and off campus students working on the assignment. Whatever mark awarded for the assignment in any particular group, all members in that group will have the same mark.
- One student from each group must submit only one copy of the assignment on behalf of all the students in that group. All names of the students, including student IDs in that group must be printed clearly on the front page of the assignment before you submit on CloudDeakin.
- This research assignment is compulsory and is worth 20%.
- Word limit for the assignment is 2,000 words. Any words over this limit by more than 10% will not be marked. Please note that footnotes are only for referencing purpose and do not form part of the word limit.
- You are to find your own teammates to form a group if you decide to work with other students, and it is your responsibility to work co-operatively and harmoniously as a team in your group. This is important in any industry.
- The marks for the assignment will be released within 15 business days or thereabout after the due date and feedback for the assignment will also be given around the same time.
Method of submission
- As this is a group assignment and you have more than adequate time to work on the assignment, extension of time will NOT be granted unless the student has suffered a serious disadvantage, for example, serious illness or death in the family, and a written application with clear supporting evidence is sent to your Unit Chair at least three (3) business days prior to the submission due date for consideration. Late submission without an extension of time being granted will be penalised at the rate of one (1) mark per day.
- Only one copy of the assignment must be submitted on behalf of all the students in that group. ALL names of the students in that group and all student IDs must be clearly printed on the front page of the assignment. The assignment must be submitted online via CloudDeakin website by the due date. You must NOT email your assignment to the lecturer directly.
This Assignment is a case study, which requires you to analyse a specific legal problem or a specific legal area. The assessment measures for the assignment will be on:
- Critical thinking and thorough analysis of the facts and the relevant laws, and this includes identification of legal issues and principles both from common law and from legislative provisions;
- Adequate legal research;
- Clarity in your communication, in the structure and in presentation; and
- Proper referencing and citations.
Note: It is therefore important to spend some time thinking and talking through on how the assignment is to be structured and to give yourself some time to edit and proof-read the work. A piece of writing may need to go through a few drafts. Marking will be based on the above four assessment measures (which will be put into a tabular form in the form of a “rubric” when feedback is handed out at the end of the marking process).
- Please include word count and insert the page numbers on your assignment.
- Organise your assignment using headings and sub-headings.
- Use footnotes to refer to your sources of information.
- Provide a brief bibliography on a separate page at the end of your assignment. Include reference to any textbooks, articles, loose-leaf services, internet sites used. Do not include case references and legislation in the bibliography – these go in the footnotes.
- Please do not include an “executive summary” or “synopsis” in your assignment.
Citations of your sources of information should be in footnotes. Here are some tips on referencing:
- Legislation should be cited initially as, for example, s.180(1) Corporations Act 2001 (C’th) and thereafter, s.180(1) CA.
- A book should be cited as, for example, Fitzpatrick JF, Symes CF, Veljanovski A, and Parker D, Business and Corporations Law, 2014, 2nd edition, LexisNexis Butterworths, Australia.
- When you cite from the same book more than once, later references should just mention the surname and page numbers, for example, Fitzpatrick, Symes, Veljanovski and Parker, p.143.
- Cases are cited as, for example, Mabo v. The State of Queensland  HCA 69; (1989) 166 CLR 1865.
- A journal article should be cited as, for example: Thai L, “How Popular are Statutory Derivative Actions in Australia? Comparisons with United States, Canada and New Zealand” (2002) 30 Australian Business Law Review 118, at 136.
- Internet sources should contain the full internet address and the date you accessed the site.
In addition to the University’s policy on plagiarism, you should pay particular attention to the following issues:
- If you are quoting directly from another person’s work, you must place that sentence in quotation mark and provide a clear citation in the appropriate footnote.
- If you are paraphrasing that work, or expressing in your own words an idea or argument from another author, quotation marks are not required but a footnote reference must still be provided.