Business Law Guidebook

PART ONE: THE LEGAL FRAMEWORK1. The Australian Legal SystemIntroductionThe nature of lawThe purpose of the lawBusiness lawSources of lawDoctrine of precedent or stare decisisThe courtsThe rules of precedentOrigins of Australian lawThe Australian constitutional systemApproaches to the interpretation of legislationEthics and business lawPART TWO: CONTRACT LAW2. Making The Contract: Offer and AcceptanceIntroductionDefinition of a contractEssential elements of a contractMeaning of offerInvitation to treatRevocation of an offer: importance of communicationAcceptance must be in response to an offerCounter-offerAcceptance of offer must be final and unqualifiedThe postal acceptance rule3. Formation of ContractIntroductionIntention to be legally boundSocial and domestic agreementsCommercial agreementsParticular agreementsConsiderationPromissory estoppelPrivity of contractCapacity to contract4. Contract: Terms and Remedies for BreachIntroductionExpress termsImplied termsExclusion clausesThe contra proferentem ruleCommon law remedies for breachEquitable remedies for breachPART THREE: THE CONSUMER AND BUSINESS LAW5. Consumer Protection LawIntroductionACL and consumer protectionMisleading or deceptive conduct under the ACLFalse or misleading representations under the ACLThe statutory regime governing consumer guaranteesGuarantee as to titleGuarantee that goods are of acceptable qualityGuarantee that goods are fit for disclosed purposeGuarantee relating to the supply of goods by descriptionGuarantee relating to the supply of goods by sample or demonstration modelConsumer guarantees relating to the supply of servicesState consumer protection legislation6. Banking and FinanceIntroductionThe regulatory framework: an overviewFinancial institution-customer relationshipCheques and negotiable instruments7. E-commerce and BusinessIntroductionAcceptance of e-commerceAgreements and e-commerceDisputes over terms in online agreementsRelevant legislation: Electronic Transactions ActThe electronic funds transfer systemE-banking and payments systemsE-commerce and domain names8. The Law of Negligence in the Business WorldIntroductionWhat is the tort of negligence?The application of the neighbour principleNegligent misstatementThe concept of misleading or deceptive conductManufacturers’ liability under the ACIPrerequisites for manufacturers’ liabilityActions against manufacturers for goods with safety defectsPART FOUR: FORMS OF BUSINESS ORGANISATION AND OWNERSHIP9. Choice of Business StructureIntroductionUnincorporated business organisationsIncorporated business structures: companies10. Introduction to Company LawIntroductionStatute regulating companies: Corporations ActConcept of separate legal entityThe concept of the corporate veilForms of companies which are registeredPublic companiesCompanies created by registrationAdherence to constitution or replaceable rulesContracts with the companyThe statutory assumptions11. Duties of Company DirectorsIntroductionDuties and liabilities of directorsDuty to exercise reasonable degree of care and diligenceThe duty to act in good faithProhibitons in respect of insider tradingDirectors’ duty not to improperly use their positionDuty to prevent insolvent trading: section 588 gEnforcement of members’ personal rights: the rule in Foss v HarbottlePART FIVE: INSOLVENCY12. Bankruptcy and Corporate InsolvencyIntroductionBankruptcy law: its objectivesBankruptcy proceedingsEffects of bankruptcyVoluntary and involuntary bankruptcyActs of bankruptcyEffects of a sequestration orderDate of bankruptcy and commencement of bankruptcyAlternatives to bankruptcyCorporate insolvencyTable of CasesTable of Statutes