Law Notes Business Associations Notes
These are comprehensive yet succinct notes. They set out the relevant legal principles, and material facts from a range of cases in order to demonstrate how those legal principles have been applied.
At the beginning of each document on each topic, there is a table of contents (hyperlinked so you can navigate easily through the document), and also an 'exam checklist', which you can use during revisions or exams to remind yourself of the key issues you have to address.
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The following is a more accessible plain text extract of the PDF sample above, taken from our Business Associations Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
1. Did the D breach their duty of care? | S 180(1) Care and diligence | A director or other officer of a company must exercise his/her powers and discharge his/her duties with the degree of care and diligence that a reasonable person would exercise if s/he:
Civil penalty: see s. 1317E. Consider:
Standard varies:
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Common Law Duty of care | The director must exercise reasonable care and skill in performing his/her duties (Daniels v Anderson). This has been extended to care, diligence and skill: reasonable care is measured by the care an ordinary man might be expected to take on his own behalf (Re City Equitable Fire Insurance).
Causation:
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Equitable Duty of care | Duty to exercise reasonable degree of care and skill, but not a fiduciary obligation (PBS v Wheeler; Lee J in Bell Group, but cf Daniels v Anderson and Drummond J in Bell).
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Note contract | It may be an implied or express term of the employment contract that an executive director will possess and act with the skill of a reasonably competent person within his or her category of appointment (PBS v Wheeler) Eg in Adler, under the implied term in a contract of employment of an executive director, the director (such as here Mr Williams and Mr Fodera) will be taken to have promised the company that he or she has the skills of a reasonably competent person in his or her category of appointment and that he or she will act with reasonable care, diligence and skill: Wheeler; Adler | |
N.B. Same Standard | Mention all three sources of the duty, but the standard of care of all of them is now essentially the same (Vines v ASIC). | |
Exception 1#: Business judgment rule | s. 180(2) Business judgment rule | A director or other officer will not breach s. 180(1) or his/her common law or equitable duties if s/he: makes a business judgment (which requires positive decision to be made, Adler (ie not satisfied where there is just an oversight or failure in monitoring)) and
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These are comprehensive yet succinct notes. They set out the relevant legal principles, and material facts from a range of cases in order to demonstrate how those legal principles have been applied.
At the beginning of each document on each topic, there is a table of contents (hyperlinked so you can navigate easily through the document), and also an 'exam checklist', which you can use during revisions or exams to remind yourself of the key issues you have to address.
You can use these to q...
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