Business Law Guidebook

PART ONE: THE LEGAL FRAMEWORK 1. The Australian Legal System Introduction The nature of law The purpose of the law Business law Sources of law Doctrine of precedent or stare decisis The courts The rules of precedent Origins of Australian law The Australian constitutional system Approaches to the interpretation of legislation Ethics and business law PART TWO: CONTRACT LAW 2. Making The Contract: Offer and Acceptance Introduction Definition of a contract Essential elements of a contract Meaning of offer Invitation to treat Revocation of an offer: importance of communication Acceptance must be in response to an offer Counter-offer Acceptance of offer must be final and unqualified The postal acceptance rule 3. Formation of Contract Introduction Intention to be legally bound Social and domestic agreements Commercial agreements Particular agreements Consideration Promissory estoppel Privity of contract Capacity to contract 4. Contract: Terms and Remedies for Breach Introduction Express terms Implied terms Exclusion clauses The contra proferentem rule Common law remedies for breach Equitable remedies for breach PART THREE: THE CONSUMER AND BUSINESS LAW 5. Consumer Protection Law Introduction ACL and consumer protection Misleading or deceptive conduct under the ACL False or misleading representations under the ACL The statutory regime governing consumer guarantees Guarantee as to title Guarantee that goods are of acceptable quality Guarantee that goods are fit for disclosed purpose Guarantee relating to the supply of goods by description Guarantee relating to the supply of goods by sample or demonstration model Consumer guarantees relating to the supply of services State consumer protection legislation 6. Banking and Finance Introduction The regulatory framework: an overview Financial institution-customer relationship Cheques and negotiable instruments 7. E-commerce and Business Introduction Acceptance of e-commerce Agreements and e-commerce Disputes over terms in online agreements Relevant legislation: Electronic Transactions Act The electronic funds transfer system E-banking and payments systems E-commerce and domain names 8. The Law of Negligence in the Business World Introduction What is the tort of negligence? The application of the neighbour principle Negligent misstatement The concept of misleading or deceptive conduct Manufacturers' liability under the ACI Prerequisites for manufacturers' liability Actions against manufacturers for goods with safety defects PART FOUR: FORMS OF BUSINESS ORGANISATION AND OWNERSHIP 9. Choice of Business Structure Introduction Unincorporated business organisations Incorporated business structures: companies 10. Introduction to Company Law Introduction Statute regulating companies: Corporations Act Concept of separate legal entity The concept of the corporate veil Forms of companies which are registered Public companies Companies created by registration Adherence to constitution or replaceable rules Contracts with the company The statutory assumptions 11. Duties of Company Directors Introduction Duties and liabilities of directors Duty to exercise reasonable degree of care and diligence The duty to act in good faith Prohibitons in respect of insider trading Directors' duty not to improperly use their position Duty to prevent insolvent trading: section 588 g Enforcement of members' personal rights: the rule in Foss v Harbottle PART FIVE: INSOLVENCY 12. Bankruptcy and Corporate Insolvency Introduction Bankruptcy law: its objectives Bankruptcy proceedings Effects of bankruptcy Voluntary and involuntary bankruptcy Acts of bankruptcy Effects of a sequestration order Date of bankruptcy and commencement of bankruptcy Alternatives to bankruptcy Corporate insolvency Table of Cases Table of Statutes