Business and Corporations Law

Welcome to my
presentation
Submitted by
Shamsul Islam Tias
Id. 2021000471
Submitted To
Dr. Le-Thuy Tran
Unit Coordinator
TLAW607 Business and Corporations Law

Scenario 1
D lease scenic kiosk from City Council
for two years.
Six month later coal dump establish that
effects visibility and impact on the
business performance.
D left the kiosk and stop paying further
rent.
D’s defense if sued by city council for
breach of contract.

Coal dump
Issue
What is D’s justification for breach of
contract if sued by P City Council ?
Law
Contract law
— Consideration
— Frustration

Consideration

Price that paid in exchange of promise and
right

Agreement is not enforceable unless
supported by consideration
Frustration
Performance become impossible due to
radical change in circumstances.
Neither party caused or contemplated the
unexpected event.
It will be unreasonable to hold the
agreement in changing scenario.

Related Case
Krell v Henry[1] [1903] 2 KB 740
— Defendant Henry refuse to pay the rent for
two day as King Edward VII’s coronation was
cancelled because of King’s illness.
Codelfa Construction Pty Ltd v State Rail
Authority of NSW [1982] HCA 24; (1982)
149 CLR 337
–Extension of Sydney underground tunnel
become impossible to complete within given
date because a resident obtained an injunction
to stop night work.

Application ( Consideration)
Agreement between D’s and City Council
based on consideration
City Council provide clean and safe place and
D’s provide rent.
City Council fail to provide initially agreed
benefit
Impact on the business performance.
Initial consideration not exist thus termination
of contract.
Defendant D don’t need to pay any damage
claim by P City Council

Application (Frustration)
The coal dump work reduce the visibility.
Wind bring the dust in scenic kiosk and the
area.
Radical change because of unexpected event
Kiosk become less attractive to the customer
Impact on the business profitability.
Unable to pay the rent
Defendant D become frustrated.
No need to pay any penalty if sued by City
Council.

Conclusion
Defendant D can terminate the
contract based on
— Initial consideration of agreement of
providing safe and clean environment not
exist.
— Radical change in business
environment because of unexpected
event that effect significantly on business
performance cause frustration.

Scenario 2
D lease scenic kiosk from city
council for two years.
Six month later sewage disposal
works establish near kiosk that have
negative impact on the business
performance.
D left the kiosk and stop paying
further rent.
D’s defense if sued by city council
for breach of contract.

Sewage disposal works
Issue
What is D’s justification for breach of
contract for establishing sewage disposal
works if sued by P City Council ?
Law
Contract law
— Consideration
— Misrepresentation
–undue influence
–Unconscionable conduct

Consideration
Price that paid in exchange of promise and right
Agreement is not enforceable unless supported by
consideration
Misrepresentation
— Negligent misrepresentation
Untrue/false statement made carelessly
Breach of duty of care and standard of care
Contract is voidable
Undue influence
Abuse the position of trust and confidence
Special relationship exist
Unconscionable conduct
Agreements that are unfair, harsh or oppressive
towards one party.
Conduct that goes against good conscience
Stronger party take advantage of special
disadvantage/disability/weakness of weaker
party.
Protect the weaker party
Related Case
Esso Petroleum Co Ltd v Mardon [1976]
Mardon lease from Esso petrolium and they wrongly
predict the sales also do not let him know about
Council’s traffic changes which they were aware of
before the contract.
Commercial Bank of Australia Lt v Amadio
[1983]HCA 14
Amadio went to bank for the loan where the bank
manager take advantage about their
misunderstanding about the length of the mortgage
and their extent of financial exposure.

Application (Consideration)
Agreement between D’s and City Council
based on consideration
City Council provide clean and safe place
and D’s provide rent.
City Council fail to provide initially agreed
benefit
Impact on the business performance.
Initial consideration not exist thus
termination of contract.
Defendant D don’t need to pay any damage
claim by P City Council

Application (Misrepresentation)
City council did not mention about the
development of sewage disposal works
during contract.
Negligent misrepresentation made
carelessly.
Breach of duty of care and standard of
care.
Defendant D can terminate the contract.
Application (Undue influence)
P City Council is government
institute
Holding the position of trust and
power
Defendant D believe on them as
they are government institute.
They abuse their position of trust
and confidence.
Special relation exist as city council
is the regulatory body of the area.

Application (Unconscionable conduct)
Establishing sewerage work make the
contract unfair, harsh or oppressive towards
defendant D.
Establishment of sewerage work near scenic
Kiosk goes against good conscience.
P City Council take the advantage of
defendant disadvantages regarding
unawareness about future development
program.
So, defendant D can breach the contract.
Conclusion
Defendant D can terminate the contract based
on
— Initial consideration of providing safe and
clean environment not exist in changing
circumstances.
— Negligent misrepresentation made carelessly
which breach duty of care and standard of care.
— City Council abuse their position of trust and
confidence.
— Establishing sewerage work near scenic
kiosk goes against good conscience and take
advantage of defendant disadvantages of
unawareness.