Explain which business structure would suit Xavier?

Provide at least

3 reasons to support your

Based on Xavier's preferences the most suitable business structure for him

would be a sole proprietorship with at least three justifications:

1. Easy to set up and few formalities, a sole proprietorship is easier to

set up than other business forms like partnerships or companies and

It doesn't require many legal or administrative steps which fits with

Xavier's goal of getting things done quickly and without extra steps.

2. Splitting gains and losses, In a single proprietorship Xavier's personal

tax return shows all business gains and losses and He is in charge of

all the money coming in and out of the business so he can share gains

and losses with Emma however he wants without having to deal with

complicated profit sharing agreements.

3. Rules for management that are easy to change, a sole company gives

you the most freedom in making and following rules and Xavier is not

required by law to hire managers or follow tight rules this gives him the

freedom to work without having to deal with complicated internal rules.

Explain which business structure would suit Emma? Provide at least

3 reasons to support your

A limited liability company (LLC) is probably the best way for Emma to run

her business because she is worried about risk, management power and

the ability of the business to grow in the future and the three reasons why

this choice is a good one is:

1. Limited Liability Protection, Emma is afraid that she will have to pay

for the business's bills out of her own pocket and If she had an LLC

her personal assets would usually be safe from business debts and

Emma's personal assets would usually be safe if the business went

bankrupt or was sued this would limit her financial risk to the amount

she invested in the business.

2. Structure of Management, Emma is worried that Xavier might abuse

his management power and In an LLC the running agreement can be

changed to set clear rules and limits on managerial power this makes

sure that everyone has a fair chance to make decisions and protects

Emma's interests and In this way Emma has more control and

oversight over how the business is run.

3. Flexibility and continuity, Emma's long term goal is for the business to

grow so that it can have up to 50 employees An LLC gives an options

for how to own the business and how big it can get and for example

new members can join or stock stakes can be transferred this keeps

the business going even if Xavier retires or leaves. Emma can keep

running the business by herself or bring on new partners without

changing how it works or how it is governed by the law.

Assume the firm is a Partnership business structure, and Xavier and

Emma are partners. Advise, using relevant case law and statute,

whether:
Emma is permitted to keep the profits from his secret tutoring

activities and selling the materials in CourseHero?

Emma's clandestine online tutoring and material sales throw a legal wrench

into the already troubled firm and while her intentions to help students may

be pure her actions raise serious concerns about her entitlement to the

profits:

The very foundation of a partnership rests on trust and loyalty and Emma's

secret ventures using firm resources and selling copyrighted materials

constitute a blatant breach of her fiduciary duty to Xavier and the partnership

It's akin to siphoning money from the joint bank account for personal gain.

If the partnership agreement outlines exclusivity regarding firm activities or

profit sharing stipulations Emma's independent endeavors directly

contradict those terms and this potentially exposes her to contractual

penalties and liability.

Selling practice questions and sample answers authored by Xavier,

potentially copyrighted creations on CourseHero without his knowledge

plunges Emma into murky copyright waters and this could result in legal

action against both Emma and the firm further jeopardizing its precarious

state.

Case Law and Statutory Support

Legal precedents like Lindley on Partnership and the Partnership Act 1928

(Victoria) solidify the binding duties of partners, emphasizing loyalty,

accountability and avoiding competition and Similarly the Copyright Act

1968 (Cth) (Australian Government Coat of Arms, Copyright act 1968 2019)

safeguards intellectual property placing significant restrictions on

unauthorized sharing and distribution.

Based on these violations Emma's claim to the secretly earned profits is

shaky at best and she faces potential legal repercussions for breaching

fiduciary duties, contractual obligations and potentially copyright laws.

Seeking legal counsel specializing in partnership and intellectual property

law is crucial for Emma to navigate this complex situation and minimize the

damage to herself and the defunct firm.

Assume the firm is a Partnership business structure, and Xavier and

Emma are partners. Advise, using

relevant case law and the Partnership Act, whether:

The partners are liable to pay the $5,000 debt from Paper Planes.

Whether Xavier and Emma are liable to pay the $5,000 debt to Paper Planes

depends on several factors under the assumption of a partnership structure

and the Partnership Act (1928) (Victoria).

Arguments for Partnership Liability:

Apparent Authority: Jean might have implied she was Emma's authorized

representative by pointing at her while silent during negotiations and the

Paper Planes manager (Alex) could then argue he reasonably relied on this

apparent authority binding the partnership to the purchase.

Partnership Act 1928 (Victoria): Section 9(3) grants each partner inherent

authority to bind the partnership for transactions within its "ordinary

business." Stationery for tutorials could be argued to fall within this ordinary

business scope.

Ratification: Even if Jean lacked authority if Xavier knew about the purchase

but didn't promptly object, his silence could be interpreted as tacit

acceptance and ratification of the agreement making the partnership liable.

Arguments against Partnership Liability:

Individual Purchase Limit: If the partnership agreement stipulated purchase

limits for individual partners exceeding this limit without Xavier's consent

could absolve him of individual liability for the excess amount.

Emma's Lack of Authority: If the partnership agreement clearly defined

purchase authority and excluded Emma from such transactions exceeding

$5,000, she could personally bear the financial responsibility.

Awareness of Unauthorized Act: If Xavier can prove he was unaware of

Emma's intentions and had no role in the negotiations and he might argue

against his personal liability based on knowledge and involvement.

Case Law Precedent:

Lindley on Partnership (18th ed.): This text reinforces the concept of

apparent authority and its potential to bind the partnership, even for

unauthorized acts by partners (Lindley & I'Anson, Lindley & Banks on

partnership 2002).

Freeman v Cooke (1848): This case established that partners can be held

liable for contracts entered into by other partners within the ordinary course

of the partnership's business (vLex, Freeman v cooke 1848).

Determining liability for the Paper Planes debt hinges on the specific details

of the partnership agreement the nature of the purchase and whether

Emma's actions or inactions created an impression of authorized

negotiation and while Emma might hold personal liability in certain scenarios

Xavier's potential responsibility is less clear cut and depends on proving

lack of knowledge and authorization.

Recommendation:

Both Xavier and Emma should seek legal advice from a lawyer specializing

in partnership law to review the specific circumstances, partnership

agreement and relevant legal precedents and based on this analysis they

can determine the most appropriate course of action and assess their

chances of successfully contesting the debt or negotiating a favorable

outcome with Paper Planes.

Assume the firm is a Corporate business structure, and Xavier and

Emma are the directors. Advise,

using relevant case law and the Corporations Act. whether:

The firm is liable to pay the $10,000 debt under the Corporations Act?

Whether the firm is liable to pay the $10,000 debt under the Corporations

Act depends on several factors including the nature of the debt, the actions

of the directors (Xavier and Emma) and relevant sections of the Act.

Arguments for Firm Liability:

Directors' Duty of Care, Section 180 of the Corporations Act requires

directors to exercise care and diligence in managing the company and their

decision to use an unlicensed tradesman for the whiteboard installation

could be considered a breach of this duty and potentially making the firm

liable for the student's injury.

If the court finds that Xavier and Emma knowingly or recklessly disregarded

their duty of care they could face personal liability for the debt under section

180(4).

The injured student's parent may have a separate negligence claim against

the firm based on the poor quality of the installation and potential violation

of safety regulations and this could indirectly result in the firm being liable

for the $10,000 compensation.

Arguments against Firm Liability:

Limited Liability of a Company under a company structure shareholders

(Xavier and Emma) generally have limited liability for the company's debts

and This means their personal assets are typically protected unless they

personally guarantee the debt or engage in misconduct.

Contributory Negligence of the Parent, If the court finds that the parent

contributed to the injury through negligence such as not properly

supervising the child it could reduce the firm's liability or potentially absolve

it entirely.

Insurance Coverage, If the firm had adequate insurance coverage for

accidents and injuries the insurance company might be responsible for

covering the debt and reducing the firm's financial burden.

Case Law Precedent:

Dorrough v Australian Securities and Investments Commission (2000): This

case highlighted the concept of limited liability for company shareholders

emphasizing their protection from personal liability for company debts

unless they engage in misconduct.

Determining the firm's liability for the $10,000 debt is complex and involves

various factors and legal precedents and while the directors' decision to use

an unlicensed tradesman raises concerns about their duty of care the limited
liability of a company structure might shield Xavier and Emma from personal

financial repercussions.

Assume the firm is a Corporate business structure and Xavier and

Emma are the directors. Advise, using relevant case law and the

Corporations Act whether

The directors have breached the duty to avoid insolvent trading? In

your answer, address if the Safe Harbour provision and an relevant

defences can be applied to remove liabilitv (if anv). DO NOT discuss

the other directors duties

Xavier and Emma may have violated the Corporations Act 2001 (Cth) by not

stopping the bankrupt company from trading and due to its 2022 court

settlement, invoices and taxes the corporation may be in financial jeopardy

and mistakes like employing an unqualified handyman and buying too much

paper pose money management concerns.

Delay in fixing money issues till 2022 indicates a debt danger and Brooking

v Bank of South Australia (1991) and Voluntary Liquidators in Bell Group Ltd

(2002) show that directors must stop bankrupt corporations from trading and

intervene when bankruptcies are suspected.

The safe harbor law shields the company temporarily if directors employ a

qualified restructuring counsel and accept their advice and this may have

been done before the $10,000 debt but it's unclear how thoroughly the
advise was followed. Some arguments include establishing that the

business is solvent that there is no cause to fear it would go bankrupt and

that steps were made to prevent bankruptcy.

Emma can be found liable for breach of her statutory director duties

because of her secret activities. In your answer, also discuss the likely

consequences for breach. DO NOT discuss insolvent trading in your

answer!

Emma's secret tutoring and sales of materials raise ethical issues but they

may not directly put her at risk of being sued for breaching her statutory

director duties under the Corporations Act 2001 (Cth) and some arguments

against direct liability are that there isn't a clear legal link that stops directors

from running their own businesses outside of work and that directors only

have responsibilities that focus on what's best for the company. Though

Emma's acts might still have legal effects in other ways she might have

broken her duty if she used the company's money and resources for her

own gain without telling anyone and she might have also been guilty of

misusing company property if she used company materials and tools

without permission its depending on the type and amount of her actions and

she may also have to deal with tax issues. If Emma does something wrong

she could be held personally responsible for the company's losses and be

removed from her position as a director by the court and have her image

and the company's reputation hurt. Emma should talk to a lawyer right away

to find out what the full effects of her actions will be and to look into ways to
lower the risks and talking to a lawyer who specializes in business and tax

law can help her make sense of the complicated legal system and reduce

the bad things that might happen.

While HF intends to keep the contract with Baldi Supermarket, what

action can HF take under the ACL to remove term 11, which they

consider is unfair?

Things that HF can do:

Negotiate with BS, HF can try to renegotiate the contract with BS before

taking official action and the company can bring up the above concerns and

suggest a new exclusivity clause that would let them sell to a few more local

shops or markets while still making BS their main partner.

Talk to the ACCC, If BS doesn't want to talk HF can talk to the Australian

Competition and Consumer Commission (ACCC) and the ACCC can look

into businesses that use unfair contract terms and take action against them

To get Term 11 thrown out they can give advice and if necessary, go to court

against BS.

Get Legal Help, For HF talking to a consumer law attorney can be very

important and The lawyer can look at the specifics of the contract and the

situation at hand give HF advice on the best ways to challenge Term 11

under the ACL and help HF decide on the best course of action which could

include going to court.

Consider the likely success if HF were to bring an action against BS

for the unfulfilled promises under the ACL

Under the Australian Consumer Law (ACL) Harmony Farms (HF) may have

a good chance of winning its case against Baldi Supermarket (BS) for

broken claims in HF's case is supported by possible breaches like dishonest

and misleading behavior, making false claims and questioning unfair

contract terms, especially Term 10. BS is challenging HF's case by saying

that the contract is more important than verbal vows and that it is HF's

responsibility to show that they acted in a misleading way and the court may

also think about how much harm HF has been through when making its

ruling. To strengthen their case HF should collect proof like texts, recordings

and financial records that show what they promised and what they lost and

If HF want to understand the ACL and build a good case HF need to get

legal help from a consumer law specialist and it might also be a good idea

to talk about a deal with BS.

Advise who is correct - HF or the customer? Use relevant case law or

sections under the ACL consumer guarantees to address the issue.

Assume the contract is covered under the ACL consumer guarantees

Most likely the customer has good reasons to report under Sections 59 and

47 of the Australian Consumer Law (ACL) which are about consumer rights

and these parts say that the goods have to be of a good enough quality,

work for any reason that was stated and match any descriptions. Clearly

apples and tomatoes that are going bad and have worms in them do not
meet these guidelines and Also cases like Australian Competition and

Consumer Commission v LG Electronics Australia Pty Ltd (2018) show that

showing proof of spoilage within a reasonable amount of time after purchase

is a big failure under the ACL that allows for remedies like a full refund or

replacement but an HF employee said wrongly that refunds had to be

approved by the manager which goes against customers rights to get help

straight from the seller when something goes wrong and making the

customer eat food that could be harmful before giving them a solution is not

fair. HF could say that the customer took too long to report the problem or

that the produce was marked as "seconds," but the proof of spoiled goods

is strong and could make those arguments useless and to solve the problem

successfully HF should make training employees on ACL consumer

guarantees a top priority and this would make sure that correct information

is shared and disputes are avoided. Setting up a clear and customer friendly

return policy that is easy for customers to find can also help solve problems

quickly and keep good relationships with customers.