Citation of cases

Case details should include:

parties names (Legion v Hateley)
date case reported ( (1983) or [1957])
volume no (57)
set of law reports and (ALJR)
page no in the reports (292)

Legion v Hateley (1983) 57 ALJR 292

Italicise or underline parties names
Legion v Hateley (1963 57 ALJR 292
Legion v Hateley (1963 57 ALJR 292

You can cite the case details in full in the text of your
essay, or in a footnote.

The v is always lowercase and is not italicized or underlined.

Incorporating Cases into your Discussion

it can be assumed that she is the managing
director but whose appointment was defective in
the sense that she was not actually appointed by
the board. This occurred in the case of Freeman
and Lockyer v Buckhurst Park Properties
(Mangal) Ltd (1964) 2 QB 480. In this case.
In applying this to the facts, even though Annie
did not have actual authority, the question must
be considered as to whether Annie was held or
represented by the company as having greater
authority than was normal for an individual
director. To answer this question, it is useful to
analyse the case of Freeman and Lockyer v
Buckhurst Park Properties (Mangal) Ltd (1964) 2
QB 480. In this case

 The law states that 'an individual director does

not have customary authority to bind the
company in contract with outsider. Dawson J
stated in Northside Developments Pty Ltd v
Registrar-General (1990) 8 ACLC 611 that 'The
position of director does not carry with it an
ostensible authority to act on behalf of the
company. Directors can act only collectively as a
board and the function of an individual director is
to participate in decisions of the board. In the
absence of some representation made by the
company, a director has no ostensible authority to
bind it.'

Case Summary
In applying this to the facts, even though Annie did not have
actual authority, the question must be considered as to
whether Annie was held or represented by the company as
having greater authority than was normal for an individual
director.
To answer this question, it is useful to analyse the case of
Freeman and Lockyer v Buckhurst Park Properties (Mangal)
Ltd (1964) 2 QB 480. In this case, Kapoor and Hoon formed
a company for the purpose of developing a property. They
and two other candidates formed the board of directors and
both Kapoor and Hoon held half the issued shares. Kapoor
acted as the Managing director although he was not formally
appointed, however, he had the approval of the board to act
in such a position. The issue arose when Kapoor entered
into a contract.with a firm of architects and surveyors and
refused to pay them for their services they performed.
It was held by the court that the company had held out
Kapoor to be its managing director and, as such, they were
bound by his actions.(decision) Kapoor in this instance had
apparent authority to hire the firm of architects and
surveyors, as this was the customary authority of a
managing director. As such, the outsiders relied on the
apparent authority of the managing director to assume that
Kapoor was acting within his scope of authority. The
important fact in this case is that, even though the board had
made no formal decision to make Kapoor their managing
director, the representation arose due to the fact that they

failed to prevent him from acting as if he was the company's

managing director.

Incorporating Statutes into your

Discussion
However, the doctrine of ultra vires has now been
abolished and under s 125(2) 'an act is not invalid
merely because it is contrary to or beyond any of
its objects.' This means that under this section,
PCG is still bound to the contract entered into
with Funky Games Pty Ltd even though Annies
actions were contrary to the objects clause.
Furthermore, the doctrine of constructive notice
has too been abolished by s130. Section l30 (1)
states that a third party, in this case, Funky
Games Pty Ltd, is not assumed to have
knowledge of the company's constitution. What
this means is Funky Games Pty Ltd is not
presumed to have known that Annie did not
comply with the constitution and breached clause
6 in particular, as they do not need to know what
the companys constitution states. Also, under
s129 (1), a third party is able to assume that
there has been compliance with a company's
constitution. Therefore, Funky Games is able to
think that Annie has complied with the
constitution.

FOOTNOTES
Preferred referencing style in Corporate Law.
What information is required:

first name and/or initials and surname of author,

full title of book (underlined or italicised),

edition number (if applicable),

date of publication,*

publisher,*

place of publication,* and

page number of reference.

The order of this information can vary, but choose an

order to present it and use it consistently.
An example of a footnote for a text book reference:
1. Steven Graw, An Introduction to the Law of Contract, 5th
edition, 2005, Lawbook Co, NSW, p. 132.
You can shorten the information when you are citing the
same author(s) on subsequent occasions.
For example:

2. Steven Graw, An Introduction to the Law of Contract

p.137.

Bibliography

This is located at the very end of your essay and

should contain all the sources you have researched
for your essay, including those sources which you
have read but not cited in your essay.
The bibliography should be set out in alphabetical
order and the following information needs to be
included:

Surname of author

Initial or first name

Date of publication

Title of text

Publisher

Place of publication

Bibliography should list books in alphabetical order.

Be consistent in the way you set out this information.

Example of Bibliography
Allan, D. E. & Hiscock, M. E. Law of Contract in Australia, 2nd edition,
1992, CCH Australia Limited; NSW.
Australian Contract Law Reporter, 1992, CCH Australia Limited, NSW.
Barron, M. L. & Fletcher, R. J. A. Fundamentals of Business Law, 3rd
edition
, 1999, McGraw-Hill, NSW.
Carvan, J., Gooley, J. & McRae, E. A Guide to Business Law, 13th
edition, Law Book Company Limited, NSW.
Carter, J. W., Harland, D. J. & Lindgren K.E. Case and Materials on
Contract Law in Australia, revised edition, Australia.
Cheshire, G. & Fifoot, C. Cheshire & Fifoot's Law of Contract, 6th
edition, 1992, Butteworths, NSW.
Cusumano, S., Wiseman, L. & Christensen, S. Contracts - Butterworth
Tutorial Series, 2 nd edition, Butterworths, NSW.
E-business and the Commercial Legal Framework
http://home.vicnet.net.au/victorp/speeches/ebusiness.html (2 April 2000)
Electronic Transactions (Victoria) Bill - Introductory print
http//www.dms.dpc.vic.gov.au/pdocs/bms/B00333/B003331.html
(28 April 2000)
Fee, R. Going, Postal, Management Journal, volume 46, issue 6, July
Gillies, P. Business Law, 1988, Australia.
Graw, S. An Introduction to the Law of Contract, 3rd edition, 1995, LBC
Information Services, NSW.

Griggs, L., Strecter, J., Clarke, E & Tredale, I. Managers and the Law -A
guide for business decision makers, 1st edition, 1999, Law Book
Company Limited, NSW.
Khoury, D. Alive and Still Kicking, Law Institute Journal, volume 69
(3}, March 1995, pp. 238-240.

Another Example of Bibliography

Adams M, Kuras R and Law J, `Putting Australia on the New Silk Road: the Role of Trade Policy
in Advancing Electronic Commerce' Department of Foreign Affairs and Trade (1997) (the DFAT
Report).
`An Australian Legal Framework for Electronic Commerce' ISSUE PAPER November 1998 http://law.gov.au/publications/ecommerce/issues_11_98.html.
'Australia's Future Online' speech by the Australian Deputy Prime Minister and Minister for
Trade, Hon. Tim Fischer at 1998 Virtual Opportunity Congress Opening Dinner. Downloaded
from website
http://www.dfat.gov.au/media/speeches/trade1998/981029_aust_future_online.html on
01/04/01.
De Zwart M `Electronic Commerce: Promise, Potential and Proposals' University of New South
Wales Law Journal Vol 21 No 2 (1998).
`Electronic Commerce: Building the Legal Framework' Report of the Electronic Commerce
ExpertGroup
to
the
Attorney
.General
31
March
'1999
http//law.gov.au/aghome/advisory/eceg/ecegreport.html s2,7.28 (downloaded 30/3/01}.
`Electronic Commerce: Building the Legal . Framework' Report of the Electronic Commerce
Expert
Group
to
the
Attorney
General
31
March
1999
http//law.gov.au/aghome/advisory/eceg/ch3.htm1 Chapter Three (downloaded 30I3/01).
Greenleaf G `An Endnote on Regulating Cyberspace: Architecture v Law?' University of New
South Wales Law Journal 1998 Vol 21 No 2. .
Kaufman Winn J 'Open Systems, Free Markets and Regulation of Internet Commerce' 72 Tulane
Law
Review 1177 (1998).
Hon. Daryl Williams `Agreement on National Laws for Electronic Commerce' AGD NEWS
RELEASE 30 October 1998 http:/au/aghome/agnews/1998newsag/478a_98.htm (date accessed
28/03/01).
.
Hon. Daryl Williams `E-commerce law passed in the Senate' AGD NEWS RELEASE 25
November 1999 http://law.gov.au/aghome/agnews/1999newsag/654_99.htm {date accessed
28/03/0I}.
Office of Government Information Technology, `Gatekeeper: A Strategy far Public Key Technology
(PKT) use in the Government' 6 May 1998 (downloaded 27/03/01} from http://www/ogit.gov.au/.
Reidenberg J R, `Lex Informatica: The Formulation of Information Policy Rules Through
Technology' {1998} 76 Texas Law Review 553.
Seddon, Ellinghaus `Cheshire and Fifoot's Law of Contract' 7th ed. 1997 Butterworths.

Shannon D `Legal and Regulatory Issues', APEC Taskforce on Electronic Commerce,

Kurching Round Table, IO-12 June 1998, Baker and McKenzie.
Httpa/www.dfat.gov.au/apec/ecom/leg_shan.html.
Sneddon M `Legislating to Facilitate Electronic Signatures and Records: Exceptions, Standards
and the Impact on the Statute Book' University of New South Wales Law Journal Vol 21 No 2
(1998).
United Nations Commission on International Trade Law - Working Group on
Electronic Commerce 37 d ' session - ISSUES PAPER `Uniform Rules on Electronic
Signatures' --Working Paper 86.
United Nations Commission on International Trade Law 'Recommendation on the Legal Value
of Computer Records' (1985)
http://www.uncitral.org/english/texts/electcom/computerrecords.htm (date accessed 30/3/01).
Wuermeling U 'Multimedia Law - Germany'(1998).

STATUTES
Bill C6 The Personal In formation Protection and Electronic Documents Act http://ecom.ic.gc,ca/english (date accessed 31/03/01).
California Digital Signature Regulations under sI6.5 California Government Code.
Electronic Transactions Act 1999 (Cth) No.162, 1999,
Evidence Act 1995 (Cth) No. 2 of 1995 s51.

(Short title): Germany Teleservices Data Protection Act (Teledienstedatenschutzgesetz) (1997),

English translation on URL htt://www.iid.de/iukdg/iukdge.html (date accessed 29/03/01).
Illinois Electronic Commerce Security Act (1997), Federal Electronic Financial Services Efficiency
cy Act (Baker Bill).
Information and Communication Services Act of 1997 (Informations- und
Kommunikationsdienste-Gesetz - IuKDG) August 1 1997- English translation on URL
<http://vvww.iid.de/iukdg/iukdge.html> (date accessed 31/3/01).
Interpretation Act (WA) (1984) s5.
Massachusetts Electronic Records and Signature Act (4 Nov 1997) (Massachusetts Bill).
NCCUSL Uniform Electronic Transactions Act (1997) (Uniform Bill) US National Conference of
Commissioners on Uniform State Laws.
Social Security Act 1991(Cth), section 480EC.
Utah Digital Signature Act 1995 (the Utah Act).

CASES
Clohesy v Maher (1880) 6 VLR (L) 3 5 7.
Electronic Rentals Pty Ltd v Anderson (1971) 124 CLR 27 (Windeye J).
Regina v Moore, Ex parte Myers (1884) 10 VLR 322.