Scott, Tony and Julia each own one 1/3 of the shares of MinistersPty Ltd, which writes and sells speeches for inarticulate politicians. The company is very profitable.

Scott has always had a secret crush on Julia. Julia and Tonyhave always had a crush on each other, but none of the three had ever dated each other ... until now.

Scott is finding it increasingly difficult to work at Ministers Pty Ltd, as Julia and Tonyparade around showing signs of their new love for each other and taunting Scott. Scott asks Julie and Tonyto buy out his shares, as their conduct is becoming oppressive to Scott. Julia and Tony agree, but only agree to pay 10% of the agreed value of those shares. Scottrefuses, and Julie and Tonycontinue to run the company and flaunt their personal relationship in front of Scott causing him severe emotional distress.

Scott files an action in court seeking to compel Julia and Tony to buy out his shares at a fair market value, due to their oppressive conduct with respect him as a minority shareholder?

Which of the following is Most Likely True:

a.

Scott has a cause of action against Julia and Tony for breach of Julia's and Tony's fiduciary duties as directors of Ministers Pty Ltd.

b.

Scott has a cause of action against Julia and Tony based in tort law.

c.

Scott has a cause of action against Julia and Tony for breach of contract.

d.

Scott has a cause of action against Julia and Tony for oppressive conduct against a minority shareholder under the Corporations Act.

CHOOSE ONLYONE ANSWER

Alan, Betty, and Coco are good friends. They together formed a company ABC Pty Ltd. (ABC). to sell medical devices.

Coco, who is qualified as an accountant, is made the managing director of ABC, while Alan and Betty are non-executive directors.

Betty is a medical doctor by profession. She maintains a busy medical practice and therefore leaves the affairs of ABC mainly to Coco, who manages the day-to-day operation of ABC.

Alan's maths skills are not strong and he always finds it difficult to understand ABC's financial documents.

ABC's external auditor Doug has just audited ABC's financial report this year, which is fully consistent with a draft director's report prepared and signed by Coco and her internal auditors. Coco andDoug then sent these two documents to Alan and Betty, told them that they believe everything is in order, and asked them to sign the director's report. On the basis of this,Alan and Bettysigned off on the director's reports as well.

It turns out that there are material omissions in the financial report, which Doug, Coco and the accounting staff of ABC did not detect.

Which one of the following is true

a.

It was inappropriate for Alan to rely on the audit report, the draft director's report, and Doug's representations.

b.

None of the other answers.

c.

It was inappropriate for Alan and Betty to rely on the combination of the external audit report and the draft director's report (signed by the internal auditors).

d.

Coco violated the Business Judgment Rule.

e.

Doug and his accounting firm will be liable to a bank that later relies on the audit report when deciding to grant ABC a loan?

Which one of the following is true?

Select one:

a.Display of goods on the shelf in a supermarket is an invitation to treat.

b.InCarlill v Carbolic Smoke Ball, Mrs Carlill's claim was not successful because after she bought and used the smoke ball as directed, she did not catch the flu.

c.A court may not use oral statements made by parties to a contract at the time they signed the contract, to form its interpretation of the contract.

d.InCarlill v Carbolic Smoke Ball, Mrs Carlill's claim was not successful because the court held that the advertisement that Carbolic Smoke Ball Company placed in the newspaper was a mere puff and not an offer.