murdoch bsl305 company law right of action against Simon

Assignment
1.Jack is the managing director of Beanstalk Ltd. The company has a constitution, which states that the company may only sell agricultural products grown in Queensland. The board of directors have implemented a company policy that all transactions over $100,000 require board approval and this is also in the constitution.
Jack attends a trade fair in Victoria and is so impressed with the quality of the beans grown on a Victorian farm by Giant Ltd that he signs a $150,000 purchase agreement.
The board of directors of Beanstalk Ltd decide that this purchase will undermine the companys marketing campaign promoting Queensland products. They advise Giant Ltd that the company will not make payment under the purchase agreement as:
a)Jack did not have authority to sign the contract and in any event it is above $100,000
b)Beanstalk Ltd had no legal capacity under its constitution to buy any produce from outside Queensland so the agreement cannot be enforced against it.
c)The constitution of Beanstalk Ltd was available in the public record and Giant Ltd had a responsibility to know its contents and comply with it.
Required
Advise Giant Ltd on the issues above. To support your answers, you must not only reference your textbook but you must also refer to the Corporations Act and cases where appropriate.
Hint: The best practice question to use from workshops is one of the parts from the question about Rainbow and Tipsy as well as Spears part a only for Spears. Only write maximum page to answer this question.
2.Simon has decided he will register a company Cosec Pty Ltd and offer company secretarial services. Before he is ready to register the company, he searches for a suitable office and finds a perfect location. Simon signs on behalf of the proposed company, a 2- year lease on the office and a 2- year rental agreement with a telephone company.
Before Cosec Pty Ltd is registered, Simon is offered an attractive sum of money to assign the office lease over to another party. Simon takes the money and transfers the lease.
Cosec Pty Ltd is finally registered and at the first directors meeting, the ratification of Simons telephone agreement is considered. The directors opt for another telephone system that they consider better suited to the companys needs.
Required
(a)Discuss whether Simon breached any obligations by transferring the office lease.
(b)Will the telephone company have any right of action against Simon?

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