Assignment title: Management


Question 1A. What can internal rules of a company be comprised of? What are some of the most important ones and why are these important? B. Julie is a director of BB Promotions Pty Ltd (BB Promotions). BB Promotions was registered on 8 August 2007. No constitution has been adopted and no relevant special resolutions have been passed. BB Promotions trades in Hobart and Perth. Julie lives in Hobart. Julie recently travelled to Perth for a meeting of the board of directors. She submitted receipts for these expenses but, even after repeated attempts, she cannot get the company secretary or the board to authorise payment. Julie had always assumed that these expenses would be reimbursed, but she had never actually discussed this with her fellow directors. Required: Please advise, what legal remedy (if any) does Julie have?Question 2A. Why was the company in Crabtree-Vickers Pty Ltd v Australian Direct Mail Advertising & Addressing Co Pty Ltd (1975) CLR 72 not bound by the contract? Does the current statutory provision overcome this decision? Give reasons. B. Munchkins Pty Ltd (Munchkins) operates three children's clothing shops in Tasmania. On 8 August 2012, Marcia was appointed to the position of Managing Director of Munchkins for a period of three years. A return was lodged with ASIC indicating her appointment as a director on that date. Marcia was not formally reappointed after 8 August 2015, but she has continued to act as Managing Director. No return was lodged following the expiration of her period of office. The terms of Marcia's appointment, which were set out in a contract between her and Munchkins, included a restriction to the effect that she was not to commit the company to borrowing transactions in excess of $20,000. Any such transaction was to remain subject to the approval of the board of directors. On 20 December 2015 Marcia, purportedly acting on behalf of Munchkins, signed a loan contract with Costello Bank, pursuant to which the Bank agreed to lend the company $30,000 in order to establish a eucalypt plantation. The transaction was not referred to the Board. The Bank was not aware of either: • the contents of Marcia's contract, or • the return lodged by Munchkins at the time of Marcia's appointment. The Board has since discovered the loan contract and has stopped all repayments on the loan. The Bank has called in the loan and is suing Munchkins for the principal together with all outstanding interest. Required: a) What do you think the outcome of this case will be? b) What do you think the outcome of this case should be?