Sir kindly this is a case related question and answer must Create( Heading, Issues, Rule/principle, Apply the rule to facts & Conclusion ) to the case study.

here is the question-----

QUESTION 1

Gemsales Pty Ltd Company

Jack: Managing director

Nolan:Director

Andy: Director

Helen: Director

Erica: Director

Mark -----retailer of jewellery

Jack, Nolan, Andy,HelenandEricawerethedirectorsofGemsalesPtyLtd,a companyengagedinthebusinessofimportingandsupplyingjewelleryas wholesalers to the local market.The company decided that as the market was becoming more competitive it needed to expand its business asitfeltwithincreasedvolumes ofsalesitwouldbeableto loweritspricesandbemorecompetitive.In order to dosoitobtaineda$4million dollar loan from the Friendly BankLtd. $3 million was used to buy more stock and $1 millionwasusedtobuyalargenewwarehouseandshowroomsfromTradersP ty Ltd.

Andy was not at the meeting thathadmadethesedecisionsashewasinhospital

recovering from aseriousaccident.Erica, as was her usual custom, hadnot attendedthemeetingbutsignedtherequisitedocumentationagreeingtothe expansion of the business and the getting of the loan. Helen who attended, said she did not know if she agreed and abstained from voting. Jack and Nolan both voted to go ahead with the

expansion and the getting of the loan.

At aboutthistimeNolanhasestablishedcontactwithMark,whowassettingupa newbusinessasaretailerofjewellery.Mark was looking for reliable suppliers, but

said he would not deal with Gemsales Pty Ltd as he did not like Jack, the Managing Director.Not wishing to missoutonsuchalucrativebusinessopportunity,Nolan arrangedtosetuphisownbusinessasajewellerywholesalerandacontractwasentered into between Mark and Nolan for the supply of jewellery .

Six months later, Nolan resigned as a director.At the same time it wasclearthe companyhadover- ex tendeditselfandwasinsolventandcouldnotpaytheinterest on its loans

It also became clearthatNolanwasamajorshareholderinTradersPtyLtdandthe otherdirectorswereunawareofthisatthetimeofthepurchaseofthewarehouse andshowrooms.Furthermore, Nolan had been approaching other established customers of Gemsales Pty Ltd and had secured orders for his own business.

Adviseas to the liability of the parties both under common lawand the CorporationsLaw Australia.

QUESTION 2

"Ben Buckley and Associates" is a talentagencythatrepresents"bignameacts" during their tours of Australia . Ben, the principal of the agency, is extremely pleased to havesecuredthecontracttoactasexclusiveagentforahugeAmerican entertainer named "Slick Parsley". "Slick", as he is known to most people, is due to tour Sydney, Melbourne and Brisbane in a week's time on his "Fresh Spices" tour.

This contract is a huge career break forBen,sohehasdecidedtomakesurehe does everything himself, both for the kudos, and to ensure nothing is left to chance. Ben therefore goes to great lengths toensureallstationary,businesscardsand promotional material clearly displays the statement "Ben Buckley, exclusive agent to Slick Parsley in Australia".He has even had this statement included in the extensive television advertising for the tour. Ben also includes as a term of the contract that he will be the "exclusive" agent for Slick Parsley while he is in Australia.

Ben, however, is horrified to learn that Slick has two dogs he wishes to take with him on tour. "Jekyll" and "Hyde" are a pair of miniature maltese/poodle crosses that Slick simply cannot bear to be apart from. Ben realises that the dogs need to accompany Slick otherwise he will fret too much to perform. Ben however hates dogs and cannot bear the thought of touching or having anything to do with them . He therefore hires renown Sydney "DogWhisperer"RustyWagtailtotakecareofthetwodogswhile Slick is on tour.

Rusty's contract with Ben states that Rusty will take care of " all matters dog related" such asfeeding,groomingandaccommodating.It isalsoclearthatBenremains responsibleforallother"dog"mattersnotspecificallyrelatedtotheday-to-day management of the dogs such as customs declarations and the like.

Rusty subsequently flies to the USA to assist Slick with the two dogs. He is surprised however to see there are actually three dogs, the third being another femaleMalti-Poo named "Nessie". Slick tells Rusty that the other two dogs a re in love with Nessie and cannot travel without her. There is no time to get in touch with Ben for guidance, so Rusty therefore makes what he considers to be an "executive decision" to board all three dogs onto Slick's luxury private jet. He tells Slick that he will "take care of it" when they get to Sydney. All three dogs fly off to Australia with Slick and Rusty.

Slick's plane gets into some enginetroublejustofftheNewSouthWalescoast, necessitating a diversion away from Sydney and a subsequent emergency landing at the small Byron Bay airport. The plane lands and skids to a halt near the perimeter fence, and all are ordered to evacuate the plane immediately. The crew ensure Slick evacuates safely, and the three dogs are left for Rusty to take care of. He hurriedly grabs all three in his arms and jumps down the emergency Shute. Then, in a selfless act of care for the animals, Rusty hurriedly runs away from the plane and throws all three animals over the perimeter fence to safety.

After medical checks and other such requirements, all are free to go. Customs clears two ofthedogsduetotheirprior approvals.Nessie, however, is still at large somewherebehindtheperimeterfence.Rusty finds her, shaken but in otherwise good health, and once again makes an "executive decision" to simply pick Nessie upand take hertotheaccommodationwiththeothertwodogs.He tells Slick that "everything is taken care of". He does not inform Ben about any of this.

Two days later, however, an ardent fantakesamoviewithhisvideorecorder attached to a drone of the three dogs in Slicks plush rented harbour side apartment. Word gets out that one of the dogs is in the country illegally.Slick is prosecuted and expelled fromAustraliabeforehecoulddoanyconcerts,thusdisappointing thousands of eager fans. The three dogs are kept in quarantine pending destruction. Explain how the law of agency in Australia may impact on the legal positions of Ben, Slick, Rusty, Jekyll, Hyde, Nessieand"thefans".In your answer, refer to relevant legislation and cases where appropriate.

QUESTION 3

Company-A( Shirley -director) (whichmarketscomputersoftware)and

company - B (Laverne- director) (whichrunsa computertrainingcollege)enterintoanagreementtoformanewcompany, company C.

Company C is to provide onsite computer training for retail businesses that usecompanyA'ssoftware.Shirley (a directorofcompanyA )andLaverne(a director of company B) are authorised by the boards of director s of their respective companiesto,asamatterofurgency,takewhateverstepsarenecessarytoform company C and to secure training contracts on its behalf.

Shirley and Laverne instruct solicitors to register a company. More quickly than they anticipate, they manage to attract a large training job from company Y. Purportedly on behalf of company C, they execute a contract with company Y.They have told the company Y representatives that company C is not yet registered.The parties agree to includeaclausethatprovidesthatifcompanyC(oracompany reasonably identifiablewithit)isnotregisteredwithintwomonthsofthedateofthecontract, then company Y can rescind the contract.

Consider these facts in the light of each of the following scenarios and questions.

1. Assume company C is registered a monthafterthecontractisexecuted.What steps must Shirley and Laverne take to ensure that:

the contract with company Y is binding on company C; and

neither of them is personally liable for the actions of company C under the contract.

2. Assume company C is not registered within thetwo-monthperiod.What remedies does company Y have and against whom?

3. Assume Shirley and Laverne do procure the registration of company C. Company A,companyBand twoindividuals,CandD,becomeitsshareholders.Shirley andLaverneorganisethetransferofassetsfromtheirowncompany,company SL, to company C at grossly inflated values. Company C becomes insolvent and a liquidator is appointed. Once registered, neither Shirley nor Laverne have taken any role in the management of company C. Despite this, what remedies might the liquidator still pursue against Shirley and Laverne?

Thanks. Sir kindly help me by answering this question.