Question
Factual Scenario Andrew, Bryan and Cameron run a commercial electrical business in NSW known as Electron Power. The business is flourishing and they see opportunities
Factual Scenario Andrew, Bryan and Cameron run a commercial electrical business in NSW known as Electron Power. The business is flourishing and they see opportunities opening in new markets and want the business to be in a form that would allow it to expand as necessary and also make it easier to raise capital required for this expansion. After hearing about the tax advantages of incorporation, they all agreed that it was time to form a company called Electron Power Pty. Ltd. They instruct you (the junior solicitor) to register Electron Power Pty Ltd as soon as possible. More quickly than they anticipate, they attract a lucrative job from Kinetic Pty Ltd to provide electrical installation, repair and maintenance within large commercial complexes located in NSW and Victoria. On behalf of Electron Power Pty Ltd. they execute a contract with Kinetic Pty Ltd on 20th March 2022. They have told the Kinetic Pty Ltd. representatives that Electron Power Pty. Ltd is not yet registered. The parties agree to include a clause in the contract that provides that if Electron Power Pty. Ltd. (or a company reasonably identifiable with it) is not registered within three months of the date of the contract, then Kinetic Pty Ltd can rescind the contract. You work very efficiently and Electron Power Pty Ltd is effectively registered on the 15th April 2022. Andrew, Bryan and Cameron are the only shareholders and directors of Electron Power Pty Ltd and are all employed by the company under service contracts. As part of their employment contracts with Electron Power Pty Ltd, they have all agreed that they will not compete against Electron Power Pty Ltd in NSW for a period of two years. No constitution has been adopted and no relevant special resolutions have been passed. A) Andrew, Bryan and Cameron seek your advice as to the steps they must take to ensure that the contract with Kinetic Pty Ltd is binding and further that there is no risk of personal liability for Andrew, Bryan and Cameron for the actions of Electron Power Pty Ltd (10 marks) PLEASE ANSWER USING IRAC MODEL AND PROVIDE LEGAL CONTEXT AND REFERNCES TO CORPORATIONS ACT.
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