AGLC Citation. The writing should be in IRAC method and reference should be recent Australian Case law and legislation
kindly follow every instruction properly and strictly
Primo Partners Lawyers To: Seasonal Clerk
From: Susan Primo, Senior Partner, Primo Partners Lawyers Date: April 2018 I have just met with a representative from our client, Infrastructure Management Ltd, who have provided me an outline of facts as stated below. Based on those facts, would you please prepare a memorandum of advice addressing whether our client Infrastructure Management Ltd can bring an action against Boris; whether Boris has any material interest in the contract between Infrastructure Management Ltd and Always Asphalting Pty Ltd; and also whether it would make any difference if Boris were the major shareholder of MBM Networks Pty Ltd. Regards
Susan
Summary of meeting with client: Boris is a director of Infrastructure Management Ltd, a company that provides services to housing development projects relating to the installation of roads, and of water and sewerage pipes. The company has contracted with a local council to provide these infrastructure services to a new project on the edge of the city and called for tenders to do sub-contracting work. Roger, a friend of Boris, is the sole shareholder and director of Always Asphalting Pty Ltd. Always Asphalting Pty Ltd had been going through some financial difficulties and is urgently in need of a big job. Roger offered Boris $8,000 commission if he could arrange for the sub- contract for the building of the new roads and provision of road sign infrastructure to go to his company. Boris is also a shareholder of Safety Signals Pty Ltd which manufactures road signs and is the sole supplier of those goods to Always Asphalting Pty Ltd. In addition to dividends, Safety Signals Pty Ltd have been paying bonuses to shareholders who have successfully procured substantial sales of its product. When all the tenders for the provision of road works were submitted to Infrastructure Management Ltd, Always Asphalting Pty Ltd’s submission was $1,500 higher than the lowest tender. Boris persuaded the board of Infrastructure Management Ltd to accept the tender from Always Asphalting Pty Ltd, who was awarded the sub-contract. Roger duly paid Boris the commission of $8,000 and Safety Signals Pty Ltd paid him the sum of $1,000 as a bonus for stimulating sales. After receiving these sums, Boris purchased a 10% holding of shares in MBM Networks Pty Ltd, a rival infrastructure management company of which he became a director. During the course of construction, Infrastructure Management Ltd experienced financial difficulties and fell behind schedule. The local council threatened to repudiate its contract with Infrastructure Management Ltd, and tentatively approached MBM Networks Pty Ltd with a view to having MBM Networks Pty Ltd complete the project. Boris revealed to the board of MBM Networks Pty Ltd the various estimates, accounts and schedules of Infrastructure Management Ltd. Based on the information provided, MBM Networks Pty Ltd made an informal indication of project costs to the local council, which then repudiated its contract with Infrastructure Management Ltd and instead engaged MBM Networks Pty Ltd to complete the project. MBM Networks Pty Ltd made a large profit from the deal. As a gesture of appreciation, it gave Boris $15,000 and two free tickets on a South Pacific ocean liner cruise. None of Boris’ dealings were known to the shareholders of Infrastructure Management Ltd or to the other directors at the time they occurred. Notes: This Memo need to be structured following IRAC method. Student requires using recent case law/legislation references following AGLC referencing system. This assignment assesses Learning Objectives 1, 2, 3, 4 Length: 2500 ±10% words excluding footnotes, AW 1026 / LAW2406: Australian Company Law Assessment 2: Memorandum of Advice Students will be required to submit a memorandum of advice. The purpose of this assessment is to give students an opportunity to work through the creation of a legal issue in company law, do the relevant research and apply the research without the time pressures of an examination. The maximum memorandum length is 2,500 words (+/- 10%) not including footnote or bibliography references. Please note footnotes should only be used for references, or minor points of clarification, not to add substantive points. The memorandum question is available on Canvas. Due: 11.59 pm 29th April 2018 Marking Criteria HD D C P N 1. Thoroughness of research, and quality of synthesis of legal materials and information relevant to the topic for the written assessment task. 40% Comprehensive discussion of the applicable legal rules supported by appropriate analysis of relevant case law Thorough discussion of the applicable legal rules supported by analysis of the case law Discussion of most of main legal rules supported by some analysis of the case law Discussion of the main legal rules supported by some analysis of the case law Misstatement or no statement of the rule; no discussion of case law or legislation. 2. Clear articulation of issues, applicable law and legal reasoning; a well-structured discussion and presentation of arguments; critical assessment of the ethical and legal issues and law reform (as appropriate). 50% Excellent application of law to the fact scenario; comprehensive and accurate discussion and analysis. Very good application of law to the fact scenario; accurate discussion and analysis. Good application of law to the fact scenario; appropriate discussion and analysis. Satisfactory application of law to the fact scenario; some discussion and analysis. Mistaken application of law to the fact scenario; little or no discussion and analysis. 3. Consistent use of legal citation and referencing (following the Australian Guide to Legal Citation), and correct use of legal terminology, grammar and spelling 10% Clear and logical structure & organisation; precise and concise writing. Excellent balance between expository section and analytical section. Minimal errors in expression, grammar, spelling or punctuation. Excellent and complete referencing Coherent structure & organisation; generally well written. Very good balance between expository section and analytical section. Occasional minor flaws in expression, grammar, spelling or punctuation; Correct and complete referencing Generally coherent structure & organisation with occasional deficiencies; reasonably well written. Good balance between expository section and analytical section. Some flaws in expression, grammar, spelling or punctuation; Correct referencing Some defects in structure and organisation; writing may be difficult to follow in parts. Limited balance between expository section and analytical section. Flaws in expression, grammar, spelling or punctuation; a number of missing, incomplete or incorrect footnote citations Structure and organisation incoherent or lacking; poorly written, difficult to follow. Poor balance between expository section and analytical section. Frequent or repeated flaws in expression, grammar, spelling or punctuation; inadequate citation of sources;
Errors in referencing Week Week Beginning Topic Assessment Reading Guide Recommended – Hanrahan, Ramsay & Stapledon (2017) Other useful reading – Paul Redmond (2017) Week 1 26 February 2018 Introduction and Business Structures Chapters 1 to 4 [1-500] [4-001]-[4-260] Chapter 1 (pages 2-26) Chapter 3 (pages 108-136) Week 2 5 March 2018 Partnerships and Fiduciaries Chapters 1 to 4 [4-001]-[4-260] Chapter 1 Week 3 12 March 2018 Company History, Theory and CSR Chapters 1 to 5 [1-300]-[1-500] [4-200]-[4-380] Chapter 5 Chapter 2 Chapter 3 Chapter 11 (pages 882 – 891) Week 4 19 March 2018 Corporate Personality, Regulatory Framework Assessment 1 – MCQ Test due by start of mid-semester break. Chapter 10 + 23 10: Co. Dir. 23 Co entering into contracts Chapter 2 Chapter 3 Chapter 4 29 March – 4 April 2018 MID SEMESTER BREAK Week 5 2 April 2018 Management of Companies (Corporate organs + division of power) Chapter 6, 7, 8 9 Chapter 5 Week 6 9 April 2018 Directors (Intro + care, skill & diligence) Chapters 11 - 15 Chapters 11 + 12 Chapter 7 Week 7 16 April 2018 Directors (Good faith & proper purpose) Chapters 11 - 15 Chapters 13 and 15 Chapter 7 Week 8 23 April 2018 Directors (Conflict of interest + summary) Chapters 11 - 15 Chapters 14 and 15 Chapter 7 Week 9 30 April 2018 Members Rights and Remedies Assessment 2 – Memo of Advice due by end of week 9. Chapter 16 and [9-200]-[9-260] Chapter 6 Chapter 8 Week 10 7 May 2018 Company Finance (Debt and Equity) Chapters 18, 19 and 20 Chapter 9 Week 11 14 May 2018 Fund-raising Chapter 21 [21-001]-[21-220] Chapter 9 Chapter 10 Week 12 21 May 2018 Administration Revision Chapter 24 + 25 NA