Question

$1.$

Shirley is the owner of a shop in the western suburbs of Sydney, which specialises in clothing for children and adolescents.

$2.$

The clothing stocked by Shirley includes school uniforms and sportswear, which is supplied directly to a range of schools in western Sydney.

$3.$

Shirley obtains her stock of school uniforms and sportswear directly from the manufacturer, Good Fit Pty Limited $($GFPL$),$ which has manufacturing facilities in Melbourne.

$4.$

During the last $5$ years, a couple of months before the beginning of each school year Shirley places an order with GFPL$,$ specifying details of the items required.

$5.$

The Directors of GFPL are $2$ brothers, Ken Ford and Frank Ford. Shirley has never met or been in direct contact with Ken or Frank. Instead, all Shirley$$s dealings with GFPL over the last $5$ years $($by letter, email and phone$)$ have been with Sally Brown, an employee of GFPL$.$ Emails from Sally Brown to Shirley have been sent from a GFPL email address $($sabro@gfpl$.$com.au$)$ and were signed $$Sally Brown, Sales Advisor, Good Fit Pty Ltd$.$

$6.$

In $2023,$ Shirley decided to expand the range of the stock she sells in her store, to cater for persons in her local area who work on construction projects.

$7.$

On $10$ October $2023$ Shirley entered into a contract with GFPL for a quantity of men$$s and women$$s heavy$-$duty workwear shirts and trousers, to be delivered by $2$ February $2024,$ at a cost of $$10,000.$ On $1$ November $2023,$ Shirley paid $$10,000$ to GFPL$.$

$8.$

The contract dated $10$ October $2023$ had $2$ signatures on it$,$ with the names Ken Ford, Director and Frank Ford, Director next to the signatures. It did not have the common seal of GFPL on it$.$

$9.$

None of the clothing ordered by Shirley was delivered by $2$ February $2024.$ On $9$ February Shirley called GFPL and was told that Sally Brown had taken extended leave and would not be returning for another few months.

$10.$

Shirley then spoke to Ken Ford, who told Shirley that GFPL would not be honouring the contract dated $10$ October $2023,$ for the following reasons:

a$.$

Sally Brown did not hold a managerial position at GFPL but was a senior machinist who supervised a team of machinists who manufactured GFPL$$s garments;

b$.$

The contract for the supply of workwear was in breach of Clause $30$ of GFPL$$s constitution, which provides: $$GFPL is to engage only in the business of designing and manufacturing school uniforms, school sportswear and children$$s clothing.$$

$4$

c$.$

Although the names of the Directors appeared on the contract dated $10$ October $2023,$ neither Ken Ford nor Frank Ford had actually signed it and the signatures appear to have been forged.

A$.$

Advise Shirley as to whether, by reason of any legislation, Good Fit Pty Limited $($GFPL$)$ is in breach of the contract entered into with her on $10$ October $2023$

B$.$

Advise Shirley as to whether your answer above would be different if she had been told on $5$ October $2023$ by another employee of GFPL that $$Sally Brown is enthusiastic about expanding GFPL$$s manufacturing into new markets but the Directors will take some convincing that this is the direction we should go$.$