Contract law
1
Contents
Problem-based question and IAC methodology ……………………………………….. 3
TO-DO list for your assignment……………………………………………………………… 4
4 Core qualities (4 CQs) ………………………………………………………………………. 5
Question 1 (20 marks) …………………………………………………………………………. 6
Question 2 (20 marks) …………………………………………………………………………. 8
2
Problem-based question and IAC methodology
Problem-based questions/case-based/hypothetical scenario
The aim of a question which poses a hypothetical fact problem is to test your
ability to apply the relevant legal principles and rules to the legal
problem arising on the facts
•
•
•
•
•
Therefore, you need to demonstrate your knowledge of the law, as well as your
ability to apply the law to the facts
Your knowledge of law is gained from reading and understanding case law as
Contracts 1 is mostly about legal principles grounded in the common law (case
law)
Keep in mind:
It is inadequate to simply refer to the correct legal principles without referring to
the relevant cases and/or statutes which illustrate the application of these
principles
Further, where the precedent value of a case is in issue, you need to critique that
aspect of the case (e.g. a precedent value of a case with distinguishable facts
from the case at hand is slightly less as compared to another which might
possesses similar facts to the case at hand)
The IAA(C) methodology is commonly used as it is simple and
straightforward and is analogous to the proof-making model used by
lawyers to solving legal problems (variations of this method includes, IRAC
and ILAC)
Identify the legal Issue(s) (Contractual)
What is the gist of the dispute from the perspective of each party,
and in particular, from the perspective of your client?
What is the reason behind the client’s needs to obtain legal advice?
Articulate the most contentious issues that require analysis
Think about what your client wishes to be advised on
Research and Apply relevant principles of law and authority (from
case law or legislation) to resolve the legal issues and to ultimately
advise your client (think and communicate like a lawyer)
What are the relevant principles/rules/exceptions/tests that could and
should be applied the factual scenario?
Apply those principles to the facts
Advise /Conclusion
Which arguments/ principles of law are the most arguable and
persuasive?
Are there alternative responses to the issues?
What would be the most likely outcome of the dispute?
What remedies are available for the parties, and in particular, for
your client?
3
TO-DO list for your assignment
Week 2:
Carefully read the problem questions and attempt to identify the
relevant legal issues. You can discuss these issues with your
study groups or friends but avoid sharing written notes.
Week 3:
Start researching the relevant law which could be applied to
resolve the legal issues identified.
Week 4:
Draft a plan of your answer by clearly separating the legal
issues. You should closely consider all the assessment criteria.
Week 5:
Do further research on all the relevant law, including all the
relevant case law. You should also consolidate the materials
studied to date.
Week 6:
Start writing your answer by applying the relevant case law to
every legal issue. Remember to write questions you may have in
relation to the questions and or the assessment criteria.
Week 7:
Attend the Lecture: Discussion of Assignment Questions.
Week 8:
Continue to analyse all the relevant legal issues and the
strengths and weaknesses of each party’s arguments.
Week 9:
Polish your answer, re-check all the references, ensure
compliance with AGLC and all other assignment requirements
found in the Assignment Booklet & proof-read your answer.
Week 10:
Submit your assignment in accordance with the procedures set
out in the Assignment Booklet and pay attention to all the
relevant information in this Guide.
4
4 Core qualities (4 CQs)
These would be the criteria within which your assignment will be
assessed
Quality of
Content
Has the student identified and articulated the relevant and the
most contentious legal issues in the scenario?
• What is the gist of the dispute from the perspective of
each party, and in particular, from the perspective of
your client?
Has the student applied legal reasoning and research to
generate appropriate responses to legal issues?
• Has
the
student
applied
the
relevant
principles/rules/exceptions/tests that should be applied
the factual scenario?
• Has the student utilised the facts to demonstrate
understanding of key issues?
Has the student engaged in critical analysis and made a
reasoned choice amongst alternatives (fully synthesising his/her
responses)?
• Has the student addressed opposing arguments and
weakness of his or her own arguments?
Has the student demonstrated accurate legal knowledge and
the broader contexts within which the legal issues arise?
Quality of
Research
Has the student dealt with each issue separately and clearly
and adopted a clear and logical order for his or her arguments?
Level of originality and demonstration of research skills and
capabilities
Have proper resources being used? Primary and secondary
resources? (In particular, primary sources)
Are there additional/interesting/recent/relevant materials being
used?
Quality of
Writing Skills
Has the student demonstrated an integrated understanding of
all sources?
Is there an effective, appropriate and persuasive
communication?
Is there a satisfactory/good/excellent command of written
English?
Is there proper referencing and observance of scholarly
standards as per the AGLC? Pin-pointing references?
Quality of
Format
Is the format of the paper appropriate?
Have the format requirements being followed?
Has the student included the word-count?
5
Question 1 (20 marks)
On 23 September 2013, a Distribution Agreement” (“the Agreement”) was
entered into between Workplace Safety Australia Pty Limited (“WSA”) and
Simple OHS Solutions Pty Ltd (“Simple”). Both WSA and Simple are
companies involved in occupational health and safety advice (“OHS”) and
training. Under the Agreement, Simple was appointed distributor in Victoria
and Tasmania of OHS compliance software license “packages” which
included access to a website and could include call center assistance both of
which were managed by WSA.
WSA sent a letter of termination of the Agreement on 26 March 2014 and
Simple is now disputing the lawfulness of this termination.
WSA’s termination letter of 26 March 2014 alleged that Simple was:
In breach of a term of the Agreement (clause 5.4 and
Schedule 1, Item 2) which required Simple to provide for a
minimum of 15 new customers per month over a six month
period (“the minimum new customer requirement”).
Clause 5.4 reads:
Minimum Customer Requirement
The Distributor must meet the Minimum Customer
Requirement, as set out in Item 2 of Schedule 1. If the
Distributor does not meet the Minimum Customer
Requirement for each six (6) month period during the Term of
this Agreement, the Supplier may elect, at its discretion, to
immediately terminate this Agreement by notice in writing to
the Distributor.
Item 2 of Schedule 1 reads:
Minimum Customer Requirement:
15 new Customers per month …
On 10 August 2013 and prior to execution of the Agreement, Ms Shelley, on
behalf of WSA, made comments to Ms Marini (a representative of Simple) that
WSA would not initially insist on the minimum 15 new customers a month.
She said words to the following effect: “I don’t expect you to make your sales
targets at first. It will take some time to come up to speed with all the
processes so I don’t expect you to make your sales targets initially but you will
do very well, I am sure, and once you get someone to do the administration it
will be a lot easier.” No specific time period was mentioned.
Simple accepts that it had not, as at 23 March 2014, introduced 15 new
customers per month or 90 new customers over the 6 months between
23 September 2013 to 23 March 2014.
6
Advise Simple as to whether it can rely on Ms Shelley’s statement on 10
August 2013 and ultimately whether the termination of the contract was
unlawful.
7
Question 2 (20 marks)
In early 2014, Mr Roger saw substantial opportunities in the small goods/
appliances rental industry. He wanted to take advantage of what was referred
to as “Centralpay”. This was a facility which was provided by the Government.
Under such facility, the Government will make payments directly to suppliers
(rental companies) that provide goods or services to persons who are entitled
to receive benefits from the Government.
Mr Roger thought that he had the ideal business model for the rental industry
and that all he needed was finance. He discussed the model with his good
friend, Mr White. They had their first meeting on 1 July 2014 where Mr Roger
told Mr White that the ideal business model was to have a head company with
one or two shopfronts, utilizing the Centralpay facility; the rental business
enters into contracts and can either finance the contracts itself or rely on a
related finance company.
Mr Roger also told Mr White that Mr White would have to apply for the facility
since Mr Roger has, in the past, tried but failed to obtain the facility due to
some bad financial and credit history. Mr Roger also said that if Mr White was
to be successful in obtaining the facility that Mr Roger would help inject some
capital to the business to make it fair for both of them to start the venture
together. Mr Roger said words to the following effect, “I think I will be able to
supply at least 30% of what we’ll need and I can put in the hours at the shop
as well”. Both of them did not discuss possible salary arrangements.
Mr White said that he would think about the idea. On 10 July 2014, they met
again at their local pub and had a couple of beers and their dinner before
discussing the business idea. Mr White wanted to talk to Mr Roger about the
likely distribution of profits. Mr Roger said that he was happy with a 40%
share of the profit. Mr White said that it seemed fair and that he will start the
application for the Centralpay facility. Mr White asked Mr Roger whether they
needed to enter into some sort of written agreement. Mr Roger said that it was
unnecessary and that even if they had one he would not sign it as he rarely
sign contracts. Mr White said words to the following effect: “what about losses
mate? And who’s going to own what? Assets?” Mr Roger said words to the
following effect: “I am sure we’ll be fine. I trust you, you trust me. We have
been friends for a long time mate! Things will work themselves out.”
On 25 July 2014, Mr White sent the Centralpay application to the relevant
authority and he paid for all the necessary fees. He had also rented a shop in
one of his local shopping centers and had paid for the bond and the first
month rent. It was a 24-month contract. Mr White rang Mr Roger and left a
voicemail informing him of the application and the fact that he had found a
shop to be used for the business. Mr Roger continued to be non-contactable
for another two weeks.
On 20 August 2014, Mr White received news that his application was
successful. He was over the moon and attempted to ring Mr Roger. Mr Roger
answered the call and told Mr White that he was no longer interested in the
rental business and that he was sorry about all the troubles. Mr Roger
8
assured Mr White that the business was going to be profitable even without
Mr Roger’s contribution.
Mr White was outraged as he had already expended a lot of money for the
venture. He has even entered into various contracts with suppliers of secondhand appliances. He said that he alone would not have the financial capacity
to proceed with the venture and that he was afraid of being sued by those
suppliers if he canceled the contracts.
Advise Mr White as to whether he can bring any action against Mr
Roger.
9