company law for business

company law for businessBusiness Education Ltd is a Perth based company that retails textbooks worldwide. Maria is their Purchasing Manager and Charles is their ChiefAccountant. Business Education Ltd has a constitution which is a combination of all of the replaceable rules and the following clauses: (i) the activities of the company are restricted to sales and distribution of written textbooks used for educational purposes; and (ii) Charles shall be employed as the company?s chief accountant until he decides to resign. Maria visits publishers in Sydney. She enters into discussions with Asia Books Pty Ltd, a company based in Sydney that has exclusive distributionrights in the Asia and Pacific region for a very popular series of fiction books. Maria signs an agreement for Business Education Ltd to be theAustralian distributor of fiction books for the next 5 years. When the Managing Director of Business Education Ltd learns of this transaction, he corresponds with Asia Books Pty Ltd rejecting the agreement onthe grounds that Business Education Ltd has no legal capacity to enter into such a contract and the company is bound to follow its constitution. Charles attends an accountants conference in Tasmania where he becomes aware of a warehouse, suitable for storing the company?s educationaltextbooks. He visits the warehouse owner, introduces himself as Chief Accountant and signs a contract on behalf of Business Education Ltd to leasethe warehouse. Upon learning of Charles?s actions, the Managing Director of Business Education Ltd refuses to accept the lease. He corresponds with the warehouseowner denying any liability under the lease on behalf of Business Education Ltd, pointing out that Charles did not have the authority to sign anagreement of that type. REQUIRED: With reference to the Corporations Act 2001 (Cth) and case law, you are required to answer the following questions: a) Discuss three legal differences between Business Education Ltd and Asia Books Pty Ltd and explain the meaning of ?Ltd? at the end of eachcompany?s name.[5 Marks] b) Taking into consideration the correspondence of the Managing Director of Business Education Ltd with Asia Books Pty Ltd, advise Asia Books Pty Ltdof its rights.[4 Marks]c) Advise the Tasmanian warehouse owner of his rights.[6 marks]d) The Board of directors decides to dismiss Charles from his position as Chief Accountant. Advise Charles on the validity of his dismissal as ChiefAccountant.[4 Marks]e) Charles has a clause in his employment contract with Business Education Ltd that he must not compete with the company?s business during hisappointment or after termination of his appointment. After leaving Business Education Ltd, Charles sets up a company called ?Unitexts Pty Ltd? todistribute textbooks to university book shops. Business Education Ltd brings an action seeking to restrain Charles and Unitexts Pty Ltd from engagingin a competing business. Charles argues that Unitexts Pty Ltd is a separate legal entity and it can do what it likes. Discuss whether BusinessEducation Ltd is likely to be successful in its action.[5 Marks]f) The members of Business Education Ltd have passed a resolution to make primary school text books the focus of the company?s business. Discusswhether the Board of Directors are required to follow this decision and what options, if any, are available to the members if the Board does notfollow their decision.[6 Marks][TOTAL: 30 Marks] Note: 1. In answering some parts of the questions, a full 4 step process may not be required. However, if application is required, please write the lawbefore attempting to solve the problem.:

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