Question 1

Jane is a non-executive director of Tiger Shuttle Ltd (TSL), a bus company that has routes in the NSW (mainly from Greater Sydney to regional NSW) but also to parts of Victoria and QLD. As part of its business strategy, the company invests a portion of its profits through investment funds and in certain stocks advised by the financial services arm of the Tiger Group. At meetings, the CEO shares confidential information with all the directors in relation to these investments. At its most recent board meeting, the CEO revealed that TSL would be purchasing shares in a company called Flush Ltd, which is involved in improving and innovating lavatory/toilet space on buses. Jane, after attending the meeting, immediately rang her accountant, and advised him to purchase shares in Flush Ltd, based on this information. The accountant purchased the shares on behalf of an investment company, PTE, which was actually founded and managed by Jane. Jane was aware that the information she received was very sensitive and that she was not acting in the interest of TSL (in her role as a director) by using it to her advantage.

Advise TSL of Jane's civil and criminal liability under the Corporations Act 2001 (Cth).

Please use statutory provisions and/or cases to support your answer.

Question 2

RNA Mini Markets agreed to a 3-year lease of a shop in the new Woodworx Shopping Complex (WSC) in Tingalpa in QLD. Under the contract, WSC agreed that it would put the lease into registrable form by the time that RNA started trading 'or as soon after as practicable'. RNA started trading on the first day of the lease agreement, and a week later requested that WSC provide the registration of the lease. WSC did not reply and a month later RNA requested one more time that WSC provide the registration of the lease. Again WSC did not respond. RNA has now been offered a lease in a newer and larger shopping centre in Greenslopes and would like to relocate.

Advise RNA whether they will have to fulfil the lease agreement with WSC.

Please use case law to support your answer.

Question 3

Tom is the CEO of Raise Ltd, a financial services provider with an arm of its business specialising in loan products for small and medium sized (SME) businesses in Victoria.Tom is friends with Victor, a director of BigFour Co Ltd, an Australia wide auditing firm with its head office in the Melbourne CBD.Victor tells Tom about Smithlays Group, an up and coming group of businesses in the hospitality industry. Based on the advice from Victor, and an audit report produced by BigFour Co Ltd, Raise decides to provide loans to companies both within the Smithlays Group and some other companies associated with Smithlays, accepting guarantees of repayment by Smithlays for these loans. Several months later, Smithlays goes bankrupt and Raise lose a significant amount of money. BigFour Ltd argue that the audit report was only for Smithlays and that Raise should have done its own research about the financial health of the Group before providing the loans.

Advise Tom. Discuss whether Victor and/or BigFour owe a duty of care to Raise.

Please use case law and/or statute to support your answer.

Question 4

Caroline is an acupuncturist and partner in an alternative medicine treatment centre in Blackburn. Xin and Deva are the other two partners. Xin and Deva are both herbal therapy specialists. Caroline contributed the most to the starting up of the partnership, as it was originally her idea. The practise is run from a leased property, which was acquired by the partnership when they started business. The lease had an option to renew that had to be exercised by all three partners.Although all three partners have worked in harmony for 5 years, recently their relationship has started to break down.The three partners decide to part ways, despite the successful relationship. Caroline has always felt that even if the partnership were to fail, that she would like to remain in the same premises, as she lived very close by and loved the area. She negotiates a new lease of the property with the landlord, and does not inform Xin and Deva, despite the fact that the partnership had yet to be wound up. Further to this, she does not settle the accounts with Xin and Deva and continues to run the herbal therapy arm of the business alongside her acupuncture therapy. A year later, Caroline sells the centre, making a profit of $300k. Xin and Deva later become aware of the new lease and the sale of the business.

Advise Xin and Deva.

Please use statutory provisions and/or cases to support your answer.

Question 5

RR Jimmys (RRJ) has been in the recycling business for just over twenty years and is one of the leading recycling businesses in Australia, specializing in green waste recycling. RRJ has contracts with a very large number of small businesses across the country. RRJ's standard form contracts (in very complex language) provide terms with the following effect:

• automatic renewal clause, binding customers to subsequent contracts unless they cancel the contract within 14 days before the preceding contract;
• allowing RRJ to increase its prices without notice;
• allowing RRJ to sue for any breach but limiting the right for its business customers to sue;
• granting RRJ exclusive rights to remove recycling from a customer's premises.

Taylors Gardening Ltd is a small business that has been engaging the services of RRJs for several years but recently when the contract with RRJs was renewed, the significant price increase became unaffordable for Taylors. Taylors is now desperate to avoid the contract. Imagine that you work for the ACCC.

Advise Taylors.

Please use statutory provisions and/or cases to support your answer.