Corporations and Associations Cases and Materials

Question: Discuss about the Corporations and Associations for Cases and Materials. Answer: Introduction: Plan and Issue: The key issues that are present in this case includes the question if proceedings can be initiated by PosterPLUS Pty Ltd. against Blackboard Pty Ltd. The reason is that Blackboard had clearly mentioned that it will not be liable for the cast vinyl being fit for a specific purpose like for being used for labeling on the containers. However this appears to be a case of the breach of contract. The cast vinyl film was supplied by Blackboard to PosterPLUS and for this purpose, both the companies have entered into a contract in 2012. As the cast vinyl is of a superior quality, it is expected to last long, nearly 5 to 7 years. It is a premium product and therefore it has super durability. But in this case, the cast vinyl that was supplied by Blackboard was of them. Quality and it started fading within a year and the labels on the containers became illegible. The issue in this case has to be decided on the basis of the principles of contract law. Rule: There are certain areas of discharge of contract by breach. These are anticipatory, impossibility of performance, renunciation during performance and the actual breach of contract. In the same way there are certain remedies available in such a case. These include the right to rescind the contract, injunction, specific performance and damages. These can be ordinary damages, nominal damages or exemplary damages. Similarly the contents of a contract are known as the terms of the contract. Contractual terms define the obligations of each party under the contract. It also decides if a statement or a representation made by a party can be considered as a contractual term or not. The terms of a contract can be classified as extras terms and implied terms. According to the doctrine of privity of contract, only the parties to the contract have the right to sue or be sued under the contract. This means that a contract is in agreement created between the parties to the contract and the par ties are bound towards each other under the contract. Therefore if one party has breached the contract, the law of contract provides that the other party may claim damages if it has been established that the other party was liable for the breach.However before arriving at such a conclusion, all the circumstances of the contract need to be evaluated. Application: in the present case, it appears that the responsibility lies on Blackboard to establish that it is not liable for the breach of contract. On the basis of the facts of the present scenario, it can be said that Blackboard had supplied an inferior quality of cast vinyl to PosterPLUS. During the process of production, it was found that insufficient ultraviolet sterilizer was added to the vinyl film. Due to this reason, the film was not of the standard quality. In this case, PosterPLUS had given the damages of $10,000 to SEASTORM Containers. At the same time, PosterPLUS still has unused film worth $20,000. Therefore it can be said in this case that sufficient evidence is present to establish that Blackboard Pty Ltd can be held liable for the breach of contract. The reason is that the film supplied by Blackboard was of inferior quality. Therefore even the disclaimer mentioned by blackboard in the contract will not be effective and PosterPLUS Pty Ltd can claim damages from Blackboard. In this case, huge damages have been suffered by PosterPLUS due to the inferior quality film supplied by Blackboard. The labels that were sold by the company to Seastorm started to fade within a year. At the same time, PosterPLUS still has vinyl film worth $20,000 lying unused. At the same time, PosterPLUS had provided new labels worth $10,000 to Seastorm. In this way, PosterPLUS can claim this amount along with the price of the unused film from Blackboard Pty Ltd. Therefore the issue in this case is if this amount can be claimed by PosterPLUS along with the price of the unused film from blackboard Pty Ltd. in this way, the present issue is related with the amount of compensation that can be claimed by PosterPLUS from Blackboard. Rule: In view of the doctrine of privity of contract, Seastorm cannot claim damages from Blackboard as it is not a party to the contract. On the other hand, it was expected that the venyl labels fixed on the containers will have lasted for 5 to 7 years but within a year, they started to fade. Application: as in this case, it was found that there has been a breach of contract by Blackboard. The reason is that it has supplied inferior quality of film. During the process of production, it was found that sufficient ultraviolet stabilizer was not used by the company. On the other hand, Blackboard had inserted a clause in the contract in which it had been mentioned that the company does not give any warranty that the film will be suitable for any particular purpose. But in this case, the film was of inferior quality. As a result it was unsuitable for all the purposes. Although a disclaimer had been inserted by Blackboard Pty Ltd in the contract that was concluded between the two companies, still PosterPLUS can claim damages from Blackboard Pty Ltd as the conduct of the company amounts to a breach of contract. Bibliography Baxt, R, Fletcher, K Fridman, S 2008, Corporations and associations: cases and materials, 10th edn, LexisNexis, Butterworths, Sydney, New South Wales Harris, J, Hargovan, A Adams, M, 2013, Australian corporate law, 4thedn, LexisNexis Butterworths, Chatswood, New South Wales Randy E. Barnett, Contracts (2003) Aspen Publishers Sweeney, B, OReilly, J Coleman, A, 2013, Law in Commerce, 6thedn.2015, Australian Corporations Legislation, LexisNexis Butterworths/CCH (Vol 1)