Prologic Ltd an Australian Software Developer Company Commerical Law

Questions: 1. Jack, Sam and Sally were software engineers. They had worked for Prologic Ltd, an Australian software developer company, for many years. However, they were made redundant after the downturn in the IT industry. The three were good friends and regularly held social meetings where they discussed various new ideas together. Sam had an idea for developing a new computer game. He told Sally and Jack about his idea at a meeting in early January 2012. At the meeting, Sally also informed Sam and Jack that she had a similar idea. The three friends decided to work on the idea together with a view to profiting from the new computer game, named the Parallel Worlds (TPW), which they believed would become a very popular game. In May 2012, Sam and Sally went to see Jack and showed him an early version of TPW. All of them contributed various suggestions to improve the game further. Three months later, they were able to produce the final version of TPW. At a meeting in August 2012, Sam produced a draft agreement, which he intended would be signed by the three of them. The draft agreement provided that: Regarding the computer game, titled the Parallel Worlds, we, the undersigned, unanimously agree to share all profits and/or income accruing from the sale, lease or licence of the abovementioned game. The game was originally developed by Sam and Sally, with the subsequent assistance and added concepts of Jack. We are the originators and equal share owners of the said computer game. We reserve all rights and the copyright in the said game. Underneath were typed Signed and the names of the three intended parties to the draft Agreement. Sam and Sally signed the agreement, but Jack refused to sign. Jack explained that he totally agreed with the propositions recorded in the agreement, but he did not sign it because he wanted the terms of the agreement to be drawn up by his solicitor. However, before his solicitor was able to draw up a new agreement, Jack had a personal argument with Sam. He has not attended any meetings organised by Sam and Sally since September 2012. In January 2013, without informing Jack and seeking his approval, Sam and Sally granted an exclusive licence of the copyright of TPW to Excel Games Ltd (EG) in return for a royalty of $200 000 per annum. Jack was very disappointed when he found out that Sam and Sally had licensed the copyright of TPW to EG without his consent. Jack told Sam and Sally that he was entitled to a share of the royalty they received from EG. But Sam and Sally argued that Jack was not entitled to share any proceeds made from the licence of the game because he had been absent from the meetings for over three months and had consequently abandoned the project. Advise Jack on both (a) and (b): a) Is Jack entitled to a share of the profits made from the licensing of the copyright in TPW? b) What remedy, if any, may Jack seek against Sam and Sally? 2. Apex Ltd (Apex) is a public company listed on the Australian Securities Exchange. Global Building Products Ltd (GBP) was a wholly owned subsidiary of Apex Ltd (Apex), involved in the production of asbestos materials from 1945 until 1970 when GBP was dissolved. Dorak had been employed by GBP for over ten years during 1950 and 1965. During the course of his employment, Dorak was exposed to asbestos. As a result of exposure to asbestos during that period of employment, Dorak was diagnosed with asbestosis in 2009. However, GBP no longer existed and had no policy of insurance covering claims for damages for asbestosis. Faced with these realities, Dorak chose to take an action against Apex, his former employers parent company, alleging that Apex, in addition to GBP, owed him a direct duty of care during the time of his employment and that Apex was in breach of that duty. Apex, however, denied that it owed a duty of care to Dorak, a former employee of GBP, arguing that the fact that Apex was the parent company of GBP did not of itself give rise to duties owed by Apex for the health and safety of former employees of its subsidiary company. Advise Dorak on both (a) and (b): (a) Did Apex owe a duty of care toward Dorak as a former employee of GBP under the general law and the Corporations Act 2001 (Cth)? (b) If so, was Apex in breach of the duty of care owed to Dorak? 3. Quick Ltd has been listed on the Australian Securities Exchange (ASX) since 2007. Quick is a leading transport and logistics company in New South Wales (NSW), providing supply chain and distribution solutions to all types of businesses. The company was in a strong financial position in the financial year ending 30 June 2012. On 1 July 2012, Danny became the managing director of Quick. The other directors of Quick were Amy, Barak and Chan. The day-to-day management of Quick was left to Danny. Amy, Barak and Chan conceived their role as that of planning and policy-making. In October 2013, the Supreme Court of NSW appointed a liquidator to Quick. An investigation of the affairs of Quick by the liquidator disclosed a shortage of funds of almost $4 million in the financial year ending 30 June 2013. Although there had been a steady increase in Quicks revenue in the financial year ending 30 June 2012, the liquidator reported the following transactions which occurred during the financial year ending 30 June 2013: a) In July 2012, Quick purchased a $4 million vineyard in the Hunter Valley region in NSW from DJ Pty Ltd (DJ) of which Danny and his wife, Jenny, were the only directors and shareholders. Upon resale, it was only likely to realise $2 million and thus representing an expected net loss of $2 million. b) In August 2012, Quick purchased five new transport trucks which were subsequently proved to be unsuitable and had to be replaced at a net loss of $900 000. c) In September 2012, Danny had himself fraudulently misappropriated about $1 million from Quicks bank account to finance his extravagant lifestyle. Danny did not disclose his interest in DJ to the Quick board. Although Amy, Barak and Chan knew about Dannys interest in DJ, they did not raise this issue with Danny because they believed that Danny was acting in the best interests of Quick. As early as November 2012, Amy, Barak and Chan had a suspicion that Quick was unable to pay the large number of unpaid bills but they believed such debts would occur in the ordinary course of business. Advise the liquidator on both (a) and (b): a) Is there any possibility of legal action against all or any of the directors in Quick? b) Consider the position of each of the companys directors and their likelihood of running a successful defence to the action that might be taken. 4. MBC Ltd (MBC) is an Australian listed company which owns a chain of golf equipment stores throughout Australia. The majority shareholders of the company comprise the Dundee family. Mick Dundee, the Chief Executive Officer (CEO) of MBC, is keen to retire and pass the role of CEO over to his son, Simon Dundee. Simon has been on the MBC board of directors for two years. MBC is audited by GMG, a small accounting firm that specialises in complex audit work with 3 partners and 8 accountants. GMG has been auditing the accounts of MBC for 3 years and the partner in charge of the audit, Alinga, is a close friend of Mick Dundee. During the audit for the 2012/2013 financial year, Nancy, a junior auditor employed by GMG with only one years experience in auditing, discovered some discrepancies during her testing of the level of inventories. Nancy is also friendly with a fashion designer, Ellin. In September 2013, Nancy attended the launch of Ellins new fashion collection. The invitation said Ellins new collection brought to you by Simon Dundee. When Nancy spoke to Ellin, Ellin told Nancy that Simon had given her a blank MBC cheque for $1 million to fund the collection. Nancy reported both the discrepancies with the inventories and her conversation with Ellin to Alinga. Alinga replied: Look Nancy, its Micks last set of accounts as CEO, so lets not upset him and Im sure everything is fine as he is a great manager. As a result, Nancy made no further enquiries into these matters. In October 2013, the financial accounts for MBC were signed off by the directors and the auditors and were released to the Australian Securities Exchange (ASX). In December 2013, a rival golf equipment retailer, Northern Golf Ltd (NGL), launched a takeover bid for MBC. The board of MBC decided to support the takeover and offered NGL the opportunity to examine its books and conduct a full due diligence. NGL declined and said that it was content to rely on MBCs published annual financial statements. The takeover was successful and in January 2014, NGL took full control of MBC. After the takeover, NGL discovered that the inventories were overstated in the accounts by $5 million and that Simon had not been authorised to give the cheque of $1 million to Ellin. Answer both (a) and (b): a) Has GMG breached any duties owed to MBC under the general law and the Corporations Act 2001 (Cth)? b) What remedy, if any, may MBC seek against GMG? Please remember - This examination question paper MUST BE HANDED IN. Failure to do so may result in the cancellation of all marks for this examination. Writing your name and number on the front will help us confirm that your paper has been returned. 5. In July 2010, Earl became the managing director of Ruby Pty Ltd (Ruby). The other two directors of the company were Peter and Smith. Peter and Smith took no part in the day-to-day running of Ruby. In August 2011, Earl and his wife, Jane, acquired two companies, namely King Constructions Pty Ltd( KC) and Gympie Electrical Pty Ltd (GE). Earl and Jane were the only directors and shareholders of both KC and GE. In September 2011, KC acquired equipment and hired it to Ruby while GE operated as asubcontractor to Ruby doing work on jobs obtained by Ruby. Invoices submitted by KC and GE werenot, as was the usual practice, checked by Rubys supervisors. Those invoices were taken directly to Earl who then signed cheques in favour of KC and GE. In some instances, the invoices submitted by KC and GE were false. The invoices from KC and GE were prepared by Jane on the basis of information supplied by Earl. Earl did not disclose to Peter and Smith the existence of his own and his wifes interests in KC and GE in relation to the transactions with Ruby. Two months later, Peter and Smith were furious when they found out that Earl and Jane were the only directors of both KC and GE. Advise Peter and Smith on both (a) and (b): a) Has Earl breached his duties to the company (Ruby) under the general law and the Corporations Act 2001 (Cth)? b) What remedy, if any, may Ruby seek against Earl and the two companies (KC and GE) controlled by Earl and Jane? 6. BOB Ltd (BOB) and SUN Ltd (SUN) are finance companies listed in the Australian Securities Exchange Ltd (ASX). Adoni was the managing director of BOB and Bega was the managing director of SUN. In July 2011, BOB and SUN entered into a joint venture agreement. Under the agreement, BOB and SUN agreed to form a publicly listed company called MAR Ltd (MAR) which would make investments introduced to it by the joint venturers. The prospectus issued by the joint venture contained a statement about MARs commitment to purchase 70% shareholding in Gold Mining NL (GM) from BOB for a purchase price of $900 000. Soon after its incorporation, MAR purchased from BOB the 70% shareholding in GM for $900 000 as stated in its prospectus. However, in the prospectus, there was no mention of: - the liquidity problems that had plagued GM over the previous months, or the downsizing of staff; - the fact that the vendor (BOB) had acquired the shares in GM for a consideration of $300 000 three months before selling them to the purchaser (MAR); and - the $50 000 fee received from the sale by a stock broking firm owned by Adoni and Bega. In December 2011, GM went into liquidation. Answer both (a) and (b): (a) Have BOB and SUN, including their directors, breached any duties under the general law and the Corporations Act 2001 (Cth)? (b) What remedy, if any, may MAR obtain against BOB, SUN and their directors, under the general law and the Corporations Act 2001 (Cth)? 7. Tommy and Sally are husband and wife and the only shareholders of Tommy Sally Pty Ltd (TS). Tommy and Sally are two of the three directors of the company. The other director is Abba. Nancy, a close friend of Tommy, is appointed as a company secretary. Tommy is also the managing director of the company. Sally is apathetic about the affairs of the company, having allowed her name to be included on the board in deference to the wishes of her husband. Consequently, she has attended very few board meetings and, when present, has hardly contributed anything of substance to the discussion. Nor has anyone in the meeting expected her to understand fully all the issues involved. When a vote is required at a meeting, she always votes with her husband. The day-to-day business of the company is carried on by Tommy, Abba and Nancy, the company secretary. For over a year, Tommy and Nancy have been involved in fraudulent dealings in the affairs of the company without the knowledge of the other directors, although Abba has had some suspicions. However, Abba has always persuaded herself that it is imprudent to appear to be questioning the judgment and integrity of Tommy, who is, after all, the real owner of the company. The company, which is now in liquidation, owes $3 million to its creditors. Answer both (a) and (b): a) Is there any possibility of legal action against all or any of the directors and officers of TS? b) Consider the position of each of the directors and officers of TS and their likelihood of running a successful defence to the legal action that might be taken. 8. Anna, Boone, Caver and Smith are directors and shareholders of Azura Pty Ltd (Azura), which ownsand operates a general retail business. Each director owns 1000 shares at the issue price of $100 per share. Anna, Boone and Caver are also partners in an accounting firm, Anna Co. Although Azura has been quite successful, it has not paid a dividend for the last two years. Profits have instead been reserved for further business expansion. At a meeting of the Azura board, Anna, Boone and Caver decide to operate a boutique as part of the company business. The fourth director, Smith, objects strongly to this proposal because he believes the expansion into a boutique business is too risky. However, Smith is outvoted. The relationship between Smith and the other three directors quickly deteriorates. Three months later, Smith realises that in all directors' meetings, his co-directors are acting in concert to oppose any suggestion put forward by him regarding the management of the company. At a general meeting, the majority, Anna, Boone and Caver, have passed the following resolutions: 1. that Smith be removed from the membership of the board; andth 2. at the constitution be amended to the effect that there will be no dividend paid to ordinary shareholders and that only director's fees are payable. As a result, Smith finds himself deprived of dividend payments and is in effect excluded from getting any information as to what is going on with the company business. Moreover, Smith discovers that Azura has paid large consultancy fees to Anna Co in relation to the boutique business expansion. Advise Smith on both (a) and (b): a) Have Anna, Boone and Caver breached any duties under the general law and the Corporations Act 2001 (Cth)? b) What remedy, if any, may Smith seek against Anna, Boone and Caver under the general law and the provisions of the Corporations Act 2001 (Cth)? 9. Rusty is the chief executive officer of Metal Mills Ltd (MM), an Australian listed public company. His wife, Tandy, is also one of the directors of MM. The constitution of MM stipulates that all legal documents of the company must be signed by one director and the company secretary and then sealed with the companys common seal. In November 2012, Rusty requested a loan of $10 million from Southern Bank Ltd (SB) so as to finance MMs takeover bid for Aus Steel Ltd (AUS). Rusty and Tandy witnessed a deed, given under seal, which guaranteed the loan repayment provided by SB. Rusty signed the deed as a director of MM, whereas Tandy signed the deed as the company secretary. Initially, SB refused to proceed because a solicitor of SB, who had searched the company documents of MM, found that Tandy was not the company secretary. James, the financial controller of MM, gave an assurance to SB, in Rustys presence, that the correct people had signed the document and that Tandy had recently been appointed to that position. SB agreed to proceed with the deed on the basis of this assurance. In January 2013, MM became insolvent. SB subsequently found that no formal meetings of MMs board of directors had approved either the guarantee or the use of the company seal to execute the deed, nor had Tandy been appointed as the company secretary. Discuss the rights of the parties and advise SB as to whether it can enforce the deed against 10. Amy is a director of EXCO Ltd, a publicly listed company. Amy holds 5 per cent of the total voting shares in the company. Amy has recently been informed by the EXCO board that the annual financial statement, soon to be made public, will show that the company has suffered losses during the previous financial year. While purchasing some food in the companys cafeteria, Amy mentioned to Mark, one of the food servers, that the company had lost a lot of money during the year. Amy did this because Mark had asked her why she looked so depressed. Gale, who was visiting a business school friend at EXCO and was on the food line behind Amy, overheard this information. The next day, Amy sold all her EXCO shares, which she had purchased at $15 per share six months ago, for $25 per share. A week later, Gale sold her 20 000 EXCO shares, which she had purchased at $10 per share one year ago, for $20 per share. Two weeks later, Mark sold all his 10 000 EXCO shares, which he had purchased at $18 per share three months ago, for $15. When EXCOs losses were announced to the Australian Securities Exchange (ASX) one month later, its share slipped to $10 per share. Answer both (a) and (b): a) Has any of the persons mentioned above contravened any provision of the Corporation Act 2001 (Cth)?. b) If so, what are the possible criminal and civil liabilities, if any, which may have arisen on the above facts? If there are none, why not? Answers: 1. a) The key issue in the given case is whether Jack is entitled to the share of profits from the licensing of the copyright. According to the contract in the given case between the three people the contract resembles a contract of partnership with sharing of ownership and sharing of profits. Whether Jack is a partner depends on whether he signs the partnership contract for the computer game. If he does then he is a partner in the contract (Burnett and Burnett, 2007). According to section 6 of the Partnership Act, in the case of a partnership, the profits are shared and ownership is also shared. Further since Jack was an integral part in the making of the computer game it is essential that he is given his share of profits. In this given case, even though Jack did not attend the meetings for three months, being a partner he is entitled to get his share of profits. b) Since Jack is entitled to receive his share of profits and he did not receive the same from the other two partners, the legal remedies available to Jack include damages for the breach of the Partnership agreement between the three partners. Jack can also file for an injunction in the court of law to restrict the licensing of the copyright of the program. 2. a) The issue in the given case was whether the parent company has the duty to care for the employees of the subsidiary company. According to the given circumstances, a similar case needs to be mentioned. In the case of Chandler v Cape plc (Chandler v Cape plc, [2012]), Justice William held that in order to determine the duty to care, the three stage test needs to be conducted as in the case of Caparo Industries Plc v Dickman (Caparo Industries Plc v Dickman, [1990]). These tests are on foreseeability, proximity and whether the case was fair. In the given case, the risk from asbestos for foreseeable and the company had knowledge of the working conditions and hence they owed a tortuous duty to care. Hence under the given circumstances the company owed a duty to care for the employee. b) After it is proved that there exists a duty to care it has to be proved whether there was a breach of that duty to care. In the given case, it can be observed that the company was responsible for the failure that resulted in the escape of asbestos dust. Further, knowing of the risk involved in working with asbestos the company should have taken measures to protect the health of the employees. Hence there was a breach of duty and the company is liable to pay damages to the employee for the breach of duty. 3. a) In the given case the issue is regarding the fraud and misappropriation made by the managing director and the chances of legal action against him or against all other directors. According to the general rule, any director shall not apply the property of the company for his personal benefit or any other person without the authority of the company. When a director takes identifiable assets without proper authority of the company it amounts to misappropriation (Wiffen, 1994). The director has the duty to protect the confidentiality of the company. In the given case the managing director had misappropriated the companys assets and made profits for this own self and hence according to the Australia laws as a result of breach of fiduciary duty the company is entitled to equitable monetary compensation from the director (Bevan, 2007). Further, for the breach of statutory duty under sec. 232 of the Corporation Act, the company is entitled to seek compensation. As regards to the other directors they will not be held liable only when it is proved that they were not a part of the misappropriation transaction. b) As a defense the managing director has to prove that he did not commit any misappropriation and whatever transaction he made was done in a fair manner for the company or that the director eventually did not get any opportunity to make a personal profit. With regard to the other directors of the company they only need to prove that they were totally unaware of the dealings and transactions that led to the misappropriation. 4. a) The issue in the given case is whether the auditing company has duties which were breached under the Corporations Act and the general law. According to the Corporations Act 2001, section 307, any auditor who conducts audit for a company must opine whether the financial report is in accordance to the Act. This report must comply with the accounting standards and must be a true and fair view of the financial performance and position of the company (Tomasic, Bottomley and McQueen, 2002). Further under section 311 of the Corporations Act, the auditors have the responsibility to notify the ASIC of any breach of the Corporations Act or any such attempt of undue influence or coercion or mislead or manipulation. In the given case, the auditing company had hidden essential financial information and also did not report to the ASIC and hence there was a breach of duty on the part of GMG under the law (Wright, Ellinghaus and Kelly, n.d.). However, since in the given case the auditing is done by an authorized auditing company, the potential liability of the auditor becomes limited. Yet liability arises since the breach was assisted by a director of the auditing company. b) With regard to the remedies available to MBC, the auditing company can be held liable for the breach of actual or implied contract term and an action can be brought under the contract law or action can also be brought under the common law of tort. Further, in accordance to section 18 of the Australian Consumer law, the audit company may also be held liable for misleading and deceptive conduct for not disclosing essential financial information (Carter, 2006). 5. a) The issue in the given case is whether there has been a breach of duties by the director under the Corporation Act and under the general law. According to the Corporations Act, 2001 the directors have the duty to act in good faith, the duty to act with the care and diligence, the duty to avoid any inappropriate use of information, the duty to avoid inappropriate use of the position of the director and duty to disclose the proper interests. Sec 183 of the Act imposes civil obligation on the director to not use any information of the company to gain advantage for him or cause detriment to the company. In the given case, the director Earl had breached a number of statutory and fiduciary duties that a director has and hence it can be evidently said that he had breached the duties of a director. b) Since there has been a breach of duty on behalf of Earl, the company is entitled to remedy from the director. Due to the breach of statutory duty penalties can be imposed on the director under the Corporations Act and the penalty can rise up to the amount of $200,000. Under the common law and the Corporations Act, the director may also be required to pay compensation and accounts for profits. According to circumstances the director may also be disqualified from the office (Langford, 2011). 6. a) The issue in the given case is whether the directors of the companies have breached any duties by not revealing all the details in the prospectus. According to section 711 of the Corporations Act, the prospectus must give all the terms and conditions of the offer. It should disclose any interests or fees given to any people. The prospectus must also state all the amounts that has been paid or has been agreed to be paid or all details of any benefit that has been given to any director. Hence by not revealing the details mentioned in the case the directors have breached their statutory duties as given under the Corporations Act. b) According to Chapter 6D of the Corporations Act, 2001, there are a number of civil liability remedies available against any company that makes any misstatement or omission in the prospectus. Along with the company, the directors, the underwriter can also be held liable (Christensen, Kent and Stewart, 2010). Any person who suffers any loss relating to the omission or misstatement is entitled to recover the loss or damage from the company or the directors even if they did not commit or were not involved in the contravention. 7. a) In the given case the issue is that due to misappropriation of the properties of the company and fraudulent dealings, the company suffers liquidation and owes $3 million to the creditors. Under such circumstances how can the directors are held liable for their acts. In the given circumstances it is essential to mention a case Phoenix Constructions (Queensland) Pty Ltd v. Coastline Constructions (Aust) Pty Ltd (Phoenix Constructions (Queensland) Pty Ltd v. Coastline Constructions (Aust) Pty Ltd, [2011]), where it was held by the court that the according to section 1324 of the Corporations Act a director can be held directly liable to the creditors due to breach of duties under section 182 of the Act. Under section 1324 the court has the power to grant injunction and order the director to pay damages to any such creditor. The remedies available for the creditors include the personal fines, compensation or disqualification for the directors of the company. b) Considering the position of each of the directors in the given case, it can be observed that director Tommy can take the help of the defense of due diligence. Accordingly, he can escape liability if it is proved that there was an effective control to prevent any breach and contravention that has been occurring. The officer Nancy has the defense that she was acting in due course of her employment and hence was acting as a mere agent of the company. The other two directors Sally and Abba can take the help of the defense that they had taken appropriate steps to prevent the misappropriation or the fraudulent dealings. 8. a) In the given case, the issue is relating to the breach of duties by the three directors under the Corporations Act and the general laws. Under the Corporations Act, one of the duties of the directors is to avoid the improper use of their position. According to section 182 of the Corporations Act, the directors have the civil obligation to not make any improper use of the position to gain any advantage or cause detriment to the company. If they use their position dishonestly they would liable for committing any offense. In the given case, the directors use their position to gain advantage for their own accountancy firm and appropriate money for the same. Hence they can be held liable under this section of the Corporation Act. b) As remedy Smith can hold the directors liable under the section 184(2) of the Corporations Act, 2001. Under the common law and the Corporations act the directors can be required to pay compensation or accounts for profits and can also be disqualified from office. 9. In the given case, the issue is whether the deed between SB and MM can be enforced. According to the general law, in order to validate the execution of any deed, the instrument needs to be executed according to the constitution of the corporation. The constitution generally lays down the rules in order to execute the deed according to the constitution. For the execution of the deed generally the affixing of the common seal is extremely essential. The document maybe signed by the director and the secretary of the company or by any two directors of the company and in such case it has the same effect as that of the common seal. In the given case, even though the company seal was affixed, the other criteria was not fulfilled as the sign of one director and one company secretary was required. Under such circumstances there was a misleading and deceptive conduct (Willmott, Christensen and Butler, 2005)on the part of the directors of MM and hence in accordance to the section 18 of the Australian contract laws, the directors can be held liable for misleading and deceptive conduct under the contract laws (Gooley, Radan and Vickovich, 2007). Hence SB the enforcement of the deed against MM can be conducted in accordance to the remedies available under section 18 of the Australian Contract law. 10. a) In the given case the issue is related to the fact that whether the information disclosed by the director Amy led to any contravention of the provisions of the Corporations Act, 2001. According to the common law and equity, the directors have the duty to not include any confidential information. According to the Corporation Act 2001, section 1317AE provides for the confidentiality information. It states among other people even directors are not entitled to disclose any such information, that should not have been disclosed by the director. In the given case the director Amy is liable due to breach of fiduciary duty as well as under the Section 1317AE of the Corporations Act., 2001. This is because the director had the fiduciary duty under common law to not disclose any information and under the Corporations Act also she should not have disclosed information. As to the others no action lies against Mark and Gale as they were neither part of the company nor did they disclose any information. b) Civil remedies arise against Amy due to the breach of fiduciary duty under the common law and criminal remedies also arise due to the breach of the section 1317AE of the Corporations Act., 2001. References Bevan, C. (2007).Corporations law. Rozelle, N.S.W.: Lawbook Co. Burnett, B. and Burnett, B. (2007).A resource book in company law corporate governance. Woollahra, NSW: B. A. Burnett. Caparo Industries Plc v Dickman[1990]AC 2, p.605. Carter, J. (2006).Carter's guide to Australian contract law. Chatswood, NSW: LexisNexis. Chandler v Cape plc[2012]EWCA Civ p.525. Christensen, J., Kent, P. and Stewart, J. (2010). 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