Business law in Australia, Queensland

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QUESTION ONE:

Part A:

Ti is on the board of a company called Heaven’s Gate Ltd. The board of the company is extremely dysfunctional. At a recent board meeting, the majority of the board pass a resolution to enter into a contract to lease new office space. The new office is extraordinarily expensive. Ti believes that Heaven’s Gate Ltd will be rendered insolvent by entering into the lease. What would you recommend Ti do and why? (2 marks)

Part B:

Paige, James and Alex are directors of Big Change Pty Ltd (“BC”). They started the company when they graduated from Bond University. They all wanted to work together to achieve something new and fresh in the fashion industry. Paige, James and Alex each holds one share. Alex’s mum also holds 3 shares. They are the only shareholders.

BC runs a business selling woman’s fashion items – mainly pink sweaters. The constitution of BC provides that each director has authority to enter into contracts up to $20,000 in value, but anything above that requires board approval (all the other replaceable rules apply). Alex is appointed the managing director of BC.

The company is successful, and Alex thinks that she deserves to be rewarded for her effort. She enters into a contract on behalf of BC with Fancy Used Cars Pty Ltd (“FUC”) for the purchase of a Bentley in the amount $60,000. No board approval was obtained for this contract.

BC regularly makes tenders for government work. The government emails all garment tenders to BC when they are released. The Australian Army issued a tender for sweaters for the army. Paige and James see the tender on the BC email system. BC would never win the tender because it primarily makes pink sweaters and it is highly unlikely the government would want pink sweaters for the army.

After seeing the email, Paige and James start a new company called Camo Gear Pty Ltd (“CG”) and bid for the tender relying on the pricing information they have obtained from BC. Paige and James are the only directors and shareholders of CG. CG submits a tender for the army contract.

The tender is also discussed at a BC board meeting. The board agree that BC should not submit a tender for the contract. Neither Paige nor James mention CG or CG’s tender submission for the army contract.

CG wins the tender and CG makes lots of money selling sweaters to the army.

Alex finds out about CG and the tender and is upset. Paige quickly calls a shareholders’ meeting and, at the meeting, Paige and James vote in favour of a shareholders’ resolution allowing CG to keep the profit from the army tender (Alex’s mum is on vacation and doesn’t attend or vote at the meeting).

Answer the following questions:

1. Haveanydirectorsbreachedanyoftheirfiduciaryorstatutorydutiesinconnection with the BC army tender? (5 marks)

2. What would you have advised Paige and James to have done differently in connection with the BC army tender? (3 marks)

3. HowcouldAlexpursuethecausesofactionoutlinedinyouranswertoPart1above if the majority of the directors (i.e. Paige and James) voted against pursuing those causes of action? (4 marks)

4. AssumethatPaigeandJameslearnthatAlexhasconsultedalawyerinconnection with the CG action and they are annoyed. In retaliation they call a shareholders’ meeting and vote Alex off the board (Alex’s mother does not attend the meeting because she doesn’t think it is that important!!). Once Alex is voted off the board, Paige and James cease payment of dividends and increase directors’ fees dramatically. Would Alex be successful in an oppression action? (4 marks)

5. AfterAlexisremovedfromtheboard,BCgetsaletterfromFUCaskingforpayment of the Bentley. BC sends a letter back saying that Alex had no authority to enter into the contract and therefore BC is not liable for the purchase price. Advise FUC. (3 marks)

 

28.

 

Timeline of Early 20th Century American Literature

 

Complete the Timeline of Early 20th Century American Literature by adding ONE literary title (short story, novel, or poem) and ONE influential event for that literary title for each of the decades listed. You will also need to explain how the two pieces are connected. You should be able to complete this as you read through the lesson, filling in events on your timeline, however you may also use outside sources if you would like. You should have a total of eight events on your timeline before submitting it to your instructor.

Task 2onsult an online dictionary and/or thesaurus to respond to the following prompt in a paragraph of 7 to 10 sentences.

Choose five words from five separate lines in the poem, “One Today” by Richard Blanco that you would have changed if you had been the original writer of this poem.

Write to explain what changes you would have made with these five word choices and why you would change them in this way.
Also explain how the use of the online dictionary and/or thesaurus assists you in making these choices.

Sample Solution

pillar identifies and clarifies the action which can be taken by the international community in the event that a state is failing to protect its population or indeed is perpetrating acts of mass atrocity, this action includes collective use of force if it is approved by the UN Security Council.

Having understood what is meant by R2P, within this essay, I will explain why the doctrine came about highlighting key events which may have compelled the UN to take action. In addition whilst assessing the impact of the doctrine on 21st-century African conflict, both positive and negative, I will consider some of the criticisms of the doctrine investigating how they can be applied within the context of recent African conflict. Overall this essay will conclude that a united response from the international community in the wake of the events which led up to the implementation of the R2P doctrine was entirely necessary. It will also argue that, in principle, R2P represents a positive development regarding a coherent international response to humanitarian intervention, however, in practice it is difficult concept to implement due to the differing nature of conflict within states. Finally, I will conclude however that despite its conceptual limitations, in the context of 21st-century African conflict, R2P has had a positive effect on mitigating and alleviating developing mass conflict.

The emergence of R2P can be considered through the lens of the unparalleled violence of the 20th-century. Genocidal events within nations such as East Timor, Sri-Lanka, Cambodia and Rwanda are just some of the atrocities which demonstrated that the international community was failing on a fundamental level to recognise and protect citizens from ‘mass conflict’ during the 20th-century. In this vein, there is little debate surrounding the emergence of R2P, it is considered as a UN response to its failure in protecting the human rights of citizens’ from events of 20th-century mass atrocity. More specifically, however, the literature focuses on two main events during the 1990’s which became catalysts for the UN to formulate a more coherent plan for humanitarian intervention.

The first of these events was the Rwandan genocide of 1994, in which, estimates suggest that 800,000 people were systematically killed in the space of 100 days by the Hutu majority government against the Tutsi population. Within this conflict, the UN fundamentally failed in protecting the Tutsi population in Rwanda from the ethnic-cleansing of the Hutu regime. The available evidence affirms this claim, as a small force of only 2500 soldiers known as United Nations Assistance Mission for Rwanda (UNAMIR) was sent to Rwanda in an attempt to alleviate the conflict.(Hehir 2005, p61) This small force however was a futile and unconvincing effort on the part of the UN to palliate t

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