Articles

Diverting business opportunities – when is it ok?

A director’s obligations are determined by statute under the Corporations Act 2001 (Cth) and by his or her fiduciary duties under the general law. Amongst these obligations is a duty to avoid conflicts of interest. It is commonly accepted that a conflict of interest...

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Why you should read online terms and conditions

The inclusion of terms and conditions in online transactions Traditionally, contracts were formed where parties met and exchanged signed documents containing the terms of the agreement. With the spread of e-commerce, many contracts are now paperless and are accepted...

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Traps for so called ‘Sophisticated Investors’

Generally, when companies raise funds by offering shares to the public they must have available to prospective investors certain disclosure documentation prescribed by the Corporations Act 2001 (Cth) (the Act). The type and extent of disclosure depends on the...

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Replacing Appointors of Discretionary Trusts

Discretionary trusts can be an excellent vehicle for the management and distribution of assets and income and also for the transfer and preservation of wealth for the benefit of successive generations. However, as family structures become ever more complex and people...

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Does size matter? David v Goliath

Many small practices label themselves as “boutique” or “specialist” practices. But, not every small practice is a specialist. Specialist firms are consciously structured with a low partner to professional staff ratio and operate within a clearly defined sphere of...

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When can an employee’s knowledge be attributed to the company?

Commonwealth Bank of Australia v Kojic [2016] FCAFC 186 considered whether the conduct of two bank employees could be ‘aggregated’ to bring a finding of unconscionable conduct on the part of the bank under the (previous) Trade Practices Act 1974. The facts Mr and Mrs...

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When post-employment restraints are too broad

The Victorian Court of Appeal recently revisited the enforceability of restraint clauses in employment contracts. Just Group Limited (ACN 096 911 410) v Nicole Peck [2016] VSCA 334 considered an appeal from a Supreme Court decision (Just Group Limited v Peck [2016]...

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To be Grill’d or not Grill’d?

The case of Bainbridge Grill'd Pty Ltd & Ors v Simon Crowe & Ors before the Federal Court illustrates the potential pitfalls of not having a shareholder agreement. Grill’d opened its first restaurant in 2004, the brainchild of friends Simon Crowe, Simon McNamara and...

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Did Manly Sea Eagles Drop the Ball?

A recent case involving Jordan Latham, an aspiring rugby league player and his employer, the Manly Warringah Sea Eagles, demonstrated that courts may look at the intentions in correspondence between the parties to determine if an agreement has been formed. Facts Mr...

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Directors, do you have a D&O policy?

Long gone are the days when accepting a directorship meant occasionally turning up to a company’s annual general meeting, accepting a director’s fee and having a basic knowledge of the activities of the company. In recent years, and with increasing regularity and at...

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A restraint of trade must be fair

Globalisation and technology have contributed to increased market competition and businesses are more determined than ever to protect their goodwill, trade secrets and customer connections. Including restraint of trade clauses in employment contracts is one way to...

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Does your business have a Will?

Most people recognise the importance of having a Will to determine how their estate is distributed when they die. If you are self-employed, a partner or co-director, having a ‘Will’ or succession plan for your business is equally important. The death or incapacity of...

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How does Brexit impact your commercial contract?

‘Brexit’, as it is generally referred to, came as a great shock to many people and resulted in a climate of worldwide commercial uncertainty. In this, the age of the internet, geographic distance from the UK does not automatically mean that an Australian company will...

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PPSR Registrations – Help, I have made a mistake!

The importance of registration on the Personal Properties Security Register (PPSR) is well known. But registration in and of itself is not sufficient to create an enforceable security interest. The recent Supreme Court case of In the matter of Accolade Wines Australia...

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Unfair Contracts Terms Regime – Are you ready?

From 12 November 2016 the current Unfair Contract Terms Regime (UCT Regime) will be extended to cover standard form contracts entered into with ‘small businesses’. Not only new contracts entered into from this date will be affected, but also any contracts that are...

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Testamentary Trusts – asset protection and wealth transfer

For an increasing number of high net worth individuals with complex professional and personal affairs, the question of how best to approach long term estate planning and in particular, what is likely to be the best way to both transfer and preserve wealth for the...

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The Use of Electronic Signatures on Legal Documents

Regulation of electronic communications in Australia The Electronic Transactions Act 1999 (Cth) (the Act) sets out the regulatory framework fin relation to electronic and digital signatures in Australia. One of main features of the framework in the Act is that it...

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Franchise Law Update

Arising out of a recent joint investigation by Four Corners and Fairfax Media into alleged underpayment of wages as well as alleged inaccurate payroll records by certain franchisees of the 7-Eleven franchise, an Inquiry was conducted by the Fair Work Ombudsman....

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