Stumbles Legal

Sometimes directors and/or shareholders reach a stalemate or deadlock, where they are unable to agree about a particular issue.  There are a number of options to consider, including "Shotgun clauses".

A good way to retain the value of the business and minimise the costs and acrimony involved when shareholders part company, is to ensure that a well thought out Shareholders Agreement is in place beforehand.

In the recent case of Cargill Australia Ltd v Viterra Malt Pty Ltd the buyer paid $420 million for a malt business and discovered after completion that the business had been manipulating malt test results and misleading customers.  The Court awarded the buyer damages in the sum of $168 million plus interest from the completion date in the sum of $124 million (plus costs).

This article deals with the importance of partnership agreements.  You’ll find links in the article to other articles concerning partnerships concerning The Partnership Act 1958 (Vic), Partners as Agents of Other Partners, Liability of Partners, Implied Terms of Partnership Agreement, Partnership - Expulsion, Retirement and Continuance, and Dissolution of Partnership.

This articles contains reasons to stay out of Court, and ideas for reducing the risk of ending up in Court.  Unclear legislation (and the resultant lack of certainty as to the likely outcome at Court) is one reason to stay out of Court.  There are numerous others.

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“I am the parliamentary draftsman;
I compose the country’s laws.
Of half the litigation in the nation,
I am undoubtedly the cause”.

J.P.C., “The Parliamentary Draftsman”, Poetic Justice (1947)

A few of the customers of Servcorp Parramatta and Servcorp Melbourne complained to the Australian Competition and Consumer Commission (ACCC) that some terms of their contracts with Servcorp were “unfair” within the meaning of section 24 of the Australian Consumer Law (ACL) and therefore unenforceable. 

This article contains a snapshot of some of our recent matters (as at February 2023), which included a Business Sale, a Joint Venture Buy-in, a Management Buy-in, a Management Buy-out, a Shareholders Agreement, an Employee Share Plan, a Non-compete Clause, a Response to Tender, Character Merchandising / Misleading and Deceptive Conduct, Stolen Passwords, an Agreement for Lease, Lease Negotiations, an NDA / Confidentiality Agreement, Terms and Conditions, a Deed of Acknowledgement of Debt, and a Virtual Control Room Licence and Support & Maintenance Agreement.

If you are a landlord or tenant in relation to a "retail premises lease", the Retail Leases Act 2003 (Vic) probably applies to your lease.  Generally, the Act provides protections for tenants, some of which are fairly rugged, and it is important that you are aware of them. 

Registering a business name, company name or domain name does not automatically give you intellectual property rights in the name, any kind of exclusive rights to use the name, or the right or ability to prevent others from using the name. 

After only a matter of months the CFO resigned from Just Jeans to take up a position with the competition, Cotton On.  Just Jeans sued the CFO to stop her from joining Cotton On. 

Protect your IP from employees, business partners and prospective investors. 

Despite the covid-19 lock-downs we’ve been fairly busy.  Click the button below to see the types of matters we’ve been dealing with lately.

Section 25 of the Australian Consumer Law (ACL) sets out examples of the kinds of terms of a small business contract that may be unfair.

A few reforms to the Unfair Contract Terms legislation are anticipated this year.  If you use standard form contracts, or have entered into one which you believe is unfair, this article may be of interest to you.

If it finds them to be "unfair", a Court or Tribunal can declare contract provisions in "standard form contracts" to be invalid. 

It’s been another interesting year.  Here is some news and a snapshot of some of the issues that have come across our desks recently.