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Assistant Professor ALEX FOMCENCO

PH.D., LL.M., LL.B.

EXAM ASSIGNMENT

4-HOURS WRITTEN EXAM

June 14, 2018

Collin Edwards is 29 years old. He was born in Australia and has never travelled outside of the
country. He has an estranged brother, Dylan Edwards, whom his parents have adopted ten
years before Collin was born. Dylan had never got along with his adoptive parents and as soon
as he turned 18 he took off travelling through Europe. He ended up settling in Belgium and had
never returned to Australia again. Growing up, the brothers have been pretty close, but Dylan’s
move to Europe interrupted that connection.

In June 2016 Collin decided to look for his brother on various social media platforms. He didn’t
have to look for too long before the contact between them was re-established. Dylan was excited
to hear from his brother and he invited Collin to visit.

Collin, who had issues keeping any job for a respectable amount of time, was unemployed at
that moment. He thought that taking a trip to Europe–a dream-trip of his life–would do him
good. He took a loan from a local bank to pay for the trip and at the end of July 2016 he was on
his way to Belgium.

Dylan Edwards is a self-made man. Although he practically has no formal education, he is


highly intelligent and a hard worker: a combination that proved to be quite useful in Dylan’s
case. For many years he worked with different enterprises as a procurement officer; later as an
agent working for a procurement agency; and finally, in 2010 he opened his own small but busy
and successful agency specializing in supplying different stores with high quality red wine and
delicacy meats.

The reunion between Collin and Dylan went well. Although Dylan didn’t think that Collin was
even half as smart as he is, and Collin’s work track surely didn’t show that he was a hard worker,
Dylan decided to help his brother following the principle that “blood is thicker than water”.
(Ironically enough, Dylan and Collin–as previously mentioned–are not blood related).

Dylan instructed Collin that upon his return to Australia he will be working as the agent for
Dylan’s business, DE Agency. Collin’s job will be facilitating contact with producers and
suppliers of high quality red wines and delicacy meats, such as kangaroo, crocodile, and emu.
For the purposes of this collaboration, Collin was instructed to incorporate his own business in
Australia, where he will be a single shareholder and the only employee of the company. Dylan
thought that if Collin would prove to be dedicated and good at facilitating contacts with
potential partners, his tasks will expand to include negotiating and even concluding contracts.

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Assistant Professor ALEX FOMCENCO
PH.D., LL.M., LL.B.

Upon his return to Australia, to everybody’s surprise, Collin proved to be quite good at his new
job. His single-member company, incorporation of which was instructed by Dylan–with no
intentions to achieve originality–was named CE Agency. Within a short period of time Collin,
as instructed, succeeded facilitating contact with a number of business clients for DE Agency.

In the beginning of July 2017 Collin got in contact with JC Australia, JCA, a bulk supplier of
frozen kangaroo meat. Following Dylan’s directions Collin negotiated details for a potential deal
back and forth with JCA’s sales manager Morgan Trix. The deal was about purchasing 1000 kg
of frozen kangaroo steaks. The maximum price that Dylan was prepared to pay was
US$10,000.00. Keeping that number in mind, Collin did his best to push the price down during
the negotiations.

At the same time, Dylan was working with his clients, i.e., different stores selling high quality
red wine and delicacy meats in Belgium, trying to negotiate various purchase and sales’
agreements of the kangaroo steaks. This process wasn’t working as smoothly as Dylan
anticipated and for that reason he decided not to purchase the shipment of kangaroo steaks
from JCA, the deal, which Collin was negotiating on his end. Dylan came to this conclusion by
the end of his working day on July 9, 2017. He was tired and thought that it can wait till the
following morning to inform Collin of this decision.

On the morning of July 10, 2017 that–due to time difference–came many hours earlier than it
did in Dylan’s time zone, Collin met with Morgan Trix and finalized the deal in regard to the
shipment. In accordance with the signed contract, JCA was selling 1000 kg of frozen kangaroo
steaks with the delivery date of September 1st, 2017 in Antwerp, Belgium, at DE Agency’s storage
location.

Morgan Trix was very well aware of the fact that Collin acted on behalf of CE Agency, which
represents the interests of DE Agency. However, he insisted that Collin signs the contract as the
buyer of the shipment and not as an agent, as in Trix’ words, “he has unfortunate experiences
dealing with agents and sells his product only to the end buyers”. Collin did not object as he was
of the impression that he is getting a great deal signed the contract, the purchase price in which
was fixed to US$7,000.00.

Later that day, Collin received an e-mail from Dylan where he explained that a decision not to
purchase the kangaroo steaks was made. He also explained the rationale behind that decision.

On July 16, 2017 Collin signed a contract with CROCS, a supplier of crocodile carpaccio. The
agreement stated that CE Agency on behalf of DE Agency is purchasing 500 kg. crocodile
carpaccio for the price of US$20,000.00 if DE Agency is able to obtain a permit for import from
the relevant Belgian authorities prior to the shipment’s departure from Australia.

On July 27th, 2017 Dylan signed a contract with Funky Foods B, which is a Belgian branch of
Funky Foods incorporated in Malta. The object of the contract was a purchase of 1000 kg of
emu steaks with the delivery on September 1, 2017 at DE Agency’s storage location.

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Assistant Professor ALEX FOMCENCO
PH.D., LL.M., LL.B.

In the morning of September 1, 2017 DE Agency has received a communication from the Belgian
authorities denying the request to issue a permit allowing the crocodile carpaccio to be
imported into Belgium.

Later that day, three shipments were delivered to DE Agency’s storage location in Antwerp,
Belgium:

1. 1000 kg of kangaroo steaks from JCA.


2. 500 kg of crocodile carpaccio from CROCS.
3. 1000 kg of emu steaks from Funky Foods B.

When Dylan inspected the contents of the shipments he realized that the expiration date on the
emu steaks has passed a few days prior to September 1, 2017. He immediately contacted Funky
Foods B who maintained that their performance under the contract is correct as the contract is
silent on the expiration date matter.

Puzzled by the peculiar circumstances that Dylan was facing, he contacted a consultancy agency
where you work as an intern. By your manger you are asked to prepare a memo addressing the
following questions:

1. Please, detect, elucidate, and provide possible solutions to the issues that arise from
the circumstances in relation to the contract and the shipment of 1000 kg of kangaroo
steaks.
2. Please, detect, elucidate, and provide possible solutions to the issues that arise from
the circumstances in relation to the contract and the shipment of 500 kg of crocodile
carpaccio.
3. Please, detect, elucidate, and provide possible solutions to the issues that arise from
the circumstances in relation to the contract and the shipment of 1000 kg of emu
steaks.

Addressing the issues listed above, please disregard any


matters that may be governed by the laws of Australia.

Also, please disregard the reasons behind and/or correctness


of the Belgian authorities’ rejection of the application to
permit import of crocodile carpaccio.

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Assistant Professor ALEX FOMCENCO
PH.D., LL.M., LL.B.

You are only responsible to address the issues listed above


based on the knowledge of the legal principles that constitute
the syllabus for this course.

If you choose to support your answers with examples from


case law you are required, in your own words, to provide a
short summary of each case you are using AND explain how
it is applicable to the relevant question and answer.

Addressing the issues above you are required to provide


deeper explanations to your statements. Albeit correct, short
answers without proper explanations may adversely affect
your grade.

END OF EXAM TEXT

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