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 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. 3

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."

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 (15 marks);

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." (5 marks)

Do not refer to any common law principles.

Word Count: 1500 words

Provide references.