COMMLAW 2500 - Commercial Law II

North Terrace Campus - Semester 1 - 2015

This course is designed to provide students with a basic understanding of key aspects of the law relating to business structures including sole traders, partnerships, syndicates, joint ventures, trusts and corporations. The majority of this course is devoted to an examination of corporate law including the concept of corporate personality, the corporate constitution and Replaceable Rules, company contracts, management of companies, directors and other officers, directors and senior management duties, company financial reporting, members? rights and external administration. The course aims to assist students to identify key relevant issues in differing commercial scenarios. This will encompass both theory and practical implementation of the main concepts covered. The course also incorporates selected topics where students are required to provide a critical analysis of the law.

  • General Course Information
    Course Details
    Course Code COMMLAW 2500
    Course Commercial Law II
    Coordinating Unit Adelaide Law School
    Term Semester 1
    Level Undergraduate
    Location/s North Terrace Campus
    Units 3
    Contact Up to 4 hours per week
    Available for Study Abroad and Exchange Y
    Assumed Knowledge COMMLAW 1004
    Assessment Exam/assignments/tests/tutorial work as prescribed at first lecture
    Course Staff

    Course Coordinator: Dr Francesco de Zwart

    Course Coordinators/Lecturers:
    Francesco de Zwart (Lecturer)

    Adelaide Law School
    Ligertwood Building, North Terrace
    Telephone: 83138304

    Course Website:
    Course Timetable

    The full timetable of all activities for this course can be accessed from Course Planner.

  • Learning Outcomes
    Course Learning Outcomes
    This course is designed to develop:

    a) Students ability to identify fundamental legal issues in commercial scenarios
    b) Students to apply critical thinking and problem solving skills,
    c) A high level of literacy and the ability to verbally communicate information and ideas effectively
    d) Ability to work effectively individually and as a team member in small groups
    e) Opportunities for practical implementation of the concepts.
    f) Ability to use modern technology


    The continuing development of good interpersonal skills and communication skills is widely regarded as important for all graduates. This course specifically seeks to develop students’ abilities in oral and written communications. It provides opportunities for students to practice in small working groups.

    University Graduate Attributes

    This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:

    University Graduate Attribute Course Learning Outcome(s)
    Knowledge and understanding of the content and techniques of a chosen discipline at advanced levels that are internationally recognised. a
    The ability to locate, analyse, evaluate and synthesise information from a wide variety of sources in a planned and timely manner. a, b, c and f
    An ability to apply effective, creative and innovative solutions, both independently and cooperatively, to current and future problems. b
    Skills of a high order in interpersonal understanding, teamwork and communication. c and d
    A proficiency in the appropriate use of contemporary technologies. f
    A commitment to continuous learning and the capacity to maintain intellectual curiosity throughout life. a to f
    A commitment to the highest standards of professional endeavour and the ability to take a leadership role in the community. a to f
    An awareness of ethical, social and cultural issues within a global context and their importance in the exercise of professional skills and responsibilities. a to f
  • Learning Resources
    Required Resources
    1.  Students are permitted to take the below textbook(s) into the examination room:

    Hanrahan P, Ramsay I and Stapeldon G, Commercial Applications of Company Law
    Publisher: CCH
    Edition: 2015, (16th edition)

    The Lecturer and Tutors will make reference to this textbook throughout the course so each student should ensure that they have their own copy.

    The textbook is available from UniBooks in a “Two-Pack” with the prescribed legislation:

    Textbook – ISBN TBA – Company Law *PACK*: Commercial Applications of Company Law, 16th Edition, 2015 + Corporations and Securities Legislation Vol. 1, 2015

    2.  Statute/Legislation

    Corporations Act 2001 (edition 2015)
    Publisher: CCH, Butterworths or Thomson Lawbook

    It is essential that students purchase this legislation as the subject lecturers and tutors will refer to the relevant sections during the course.

    The Corporations Act 2001 is also available at

    The legislation is available from UniBooks in a “Two-Pack” with the prescribed textbook:

    Textbook – ISBN TBA – Company Law *PACK*: Commercial Applications of Company Law, 16th Edition, 2015 + Corporations and Securities Legislation Vol. 1, 2015
    3.  Course Readers

    3.1  Course Reader 1: The Law of Business Structures

    A Course Reader for Commercial Law II entitled “The Law of Business Structures” will be available to be collected by students from the Image and Copying Centre, Level 1, Hughes Building. Students will receive an email when the Course Reader will be available to be collected.

    3.2  Course Reader 2: Corporations Law

    A further Course Reader entitled “Corporations Law” will be available later in the semester. 

    Recommended Resources
    Students may find the following additional textbook helpful but are not expected to purchase it:
    Lipton P, Herzberg A and Welsh, M, Understanding Company Law, 18th Edition, 2015
    Publisher: Thomson Reuters
    Online Learning

    Lecture slides, tutorial questions, other course materials and resources, additional web-links, assessment and important messages relating to the course will be placed on MyUni throughout the course. MyUni can be found at

    Students will also find materials such as case law, legislation and other information related to the topics in the course at the following internet sites:

    Australian Securities and Investments Commission:  

    State and Commonwealth Cases, Legislation and legal journal articles: 

  • Learning & Teaching Activities
    Learning & Teaching Modes

    Teaching will be by way of:

    1.  One two-hour lecture per week and

    2.  One one-hour tutorial each week (tutorials commencing in week 2 of semester) and

    3.  One 90 minute exam problem workshop in Weeks 4, 8 and 12


    Tutorials are a vital component in this subject. As such, it is important that students attend tutorials. The ability to recognise and discuss relevant legal issues in a commercial scenario is the primary aim of this subject.

    In tutorials students are expected to engage in the learning process and actively participate in class discussions. At times in tutorials students will be divided into small groups whereby there will be presentations by students of the tutorial problems.

    Preparation, attendance and participation in the Tutorials forms part of the assessment for the course (see below Assessment Detail).

    The information below is provided as a guide to assist students in engaging appropriately with the course requirements.


    The University expects full-time students (i.e. those taking 12 units per semester) to devote a total of 48 hours per week to their studies. This means that you are expected to commit approximately 9 hours for a three-unit course of private study outside of your regular classes.

    Students in this course are expected to attend all lectures and exam problem workshops throughout the semester plus their allocated one hour tutorial class each week.
    Learning Activities Summary

    Lectures will cover the following topics:
    Sole Traders
    Joint Ventures
    The Concept of Corporate Personality
    Types of Companies
    Registration of Companies
    The Corporate Constitution and Replaceable Rules
    Pre-Registration Contracts
    Company Contracts
    Criminal Liability of Companies
    Tortious Liability of Companies
    Management of Companies
    Directors and Other Officers
    Directors and Senior Management Duties
    -Common Law and Equity
    - Corporations Act
    Company Financial Reporting
    Members’ Rights
    Corporate Borrowing
    External Administration


    Week Number          Lecture Topic

                                 Course Introduction, Administration and Assessment

                                    Sole Traders

                                    Partnerships Part 1
                                    Definition of a Partnership
                                    Existence of a Partnership
    2                              Partnerships Part 2
                                    Existence of a Partnership (cont’d)
                                    Wrongful Acts of the Partners
                                    Power of a Partner to Bind the Firm
                                    Holding Out as a Partner
                                    Rights of Persons Dealing with the Partnership
                                    Relations between Partners
    3                              Partnerships Part 3
                                    Relations between Partners (cont’d)
                                    Partnership Property
                                    Dissolution of a Partnership
                                    Introduction to Trusts
                                    Definition of a Trust
                                    Trustee’s Duties
                                    Trustee’s Liabilities
    4                              Corporations
                                    The Concept of Corporate Personality
                                    Types of Companies
                                    Registration of Companies
                                    Constitution and Replaceable Rules
    5                              Corporations
                                    Pre-Registration Contracts
                                    Company Contracts
    6                              Corporations
                                    Company Contracts (cont’d)
                                    Criminal Liability of Companies
                                    Tortious Liability of Companies
                                    Management of the Company

    7                               Corporations
                                     Directors and Other Officers
                                     Directors and Senior Management Duties
                                     · Common Law and Equity
    8                               Corporations
                                     Directors and Senior Management Duties
                                     · Corporations Act 
    9                               Corporations
                                     Directors’ Duty to Prevent Insolvent Trading
                                     Company Financial Reporting and Auditing
    10                             Corporations
                                     Company Financial Reporting and Auditing (cont’d)
    11                             Corporations
                                     Members’ Rights
    12                             Corporations
                                     Corporate Borrowing
                                     External Administration
  • Assessment

    The University's policy on Assessment for Coursework Programs is based on the following four principles:

    1. Assessment must encourage and reinforce learning.
    2. Assessment must enable robust and fair judgements about student performance.
    3. Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
    4. Assessment must maintain academic standards.

    Assessment Summary

    % of Final
    Due Date Group or
    Redeemable Learning
    Attendance and
    N/A N/A Individual No a - f

    Take-Home Class







    a - f

    Final Exam




    a - f
    Assessment Related Requirements
    Assessment Detail

    The assessment components are as follows:

    1.1  Tutorial Preparation, Attendance and Participation (compulsory) 10%

    You must attend the tutorial you are enrolled in to gain marks for preparation, attendance and participation. Only a medical certificate or some significant reason as set out in the University's Modified Arrangements for Coursework Assessment (MACA) Policy accepted in writing by the Course Coordinator will excuse you from attending.

    1.2  Take-Home Class Test (compulsory) 30%

    Date and Time Posted to MyUni site: TBA

    Date and Time Due: TBA

    Maximum Word Length: 2,500 words

    The test is an open book test.

    1.3  Final Exam (compulsory) 60%

    There will be a 3 hour exam plus 10 minutes reading time.

    The exam is an open book exam.

    Students may take into the examination room any of the following materials:

    Prescribed textbook(s)
    Latimer, P, Australian Business Law, 34th edition, 2015 or any earlier edition of this textbook
    Hanrahan, P, Ramsay, I and Stapledon, G, Commercial Applications of Company Law, 16th edition, 2015 or any earlier edition of this textbook
    Corporations Act 2001 (Cth) (legislation)
    Partnership Act 1891 (SA) (legislation)
    Subject Course Readers “The Law of Business Structures” and “Corporations Law” prepared for COMMLAW7011 Corporate Law (M) and/or COMMLAW2500 Commercial Law II
    All other subject handouts (eg Tutorial Questions) distributed by the Lecturer or Tutor during the course.
    A hard copy (not electronic) DICTIONARY (English) or English/Chinese.
    Any information or course materials on this subject’s MyUni site including subject lecture slides/power points, tutorial questions and tutorial handouts.
    Any written summaries, materials or written notes prepared by the student.

    The above materials may be typed.
    The above materials may have additional written comments.
    This means that WRITING IS ALLOWED on the permitted materials.



    1. THE TEST IS COMPULSORY – All students must undertake the Test as part of the assessment for the course.


    3. QUESTION 1(a) is worth 20 marks.

    4. QUESTION 1(b) is worth 10 marks.

    5. This is a ‘Take-Home’ and ‘Open Book’ test worth 30% of your overall grade for this subject.

    6. Your answer must be no more than 2,500 words in content excluding footnotes. A penalty of a 3-mark reduction in mark will be imposed for every 100 words over the word limit.

    7. Your answer must be type written (double spaced and single sided on A4 paper). A font of not less than 12 must be used, and a word count shown at the end of your test answer. An answer that does not have a word-count may not be marked.

    8. You must use footnotes to reference your answer NOT endnotes. Footnotes should not, however, include content that is essential to the reasoning on an issue. In other words, do not put any substantive or important text relevant to your answer in the footnotes as marks will generally not be given to the content of footnotes.

    9. DO NOT PRINT OUT OR SUBMIT a cover sheet. 

    10. DO NOT SUBMIT a paper copy of your test answer.  Students should ensure that a copy of the test answer is kept by the student. 

    11. Students please note that for your Class Test answer, you must submit using the "Turnitin" process done through the MyUni site before 5.00 pm of the relevant due date.

    Turnitin is a computer programme that detects plagiarised work.  To submit your answer:

    (i)  On the MyUni site for the subject, click on the icon on the bottom left-hand-side of the menu called “Take-Home Class Test”. This will give you access to the submission window.

    (ii)  The submission window is called "Submit Take-Home Class Test".  Click on the instruction called "View/Complete". 

    (iii)  Follow the instructions to complete your student details and to upload your answer.

    Please note that your answer can only be uploaded once.  Do not attempt to submit any further or revised answers before the closing date.

    12. Late submission of the test will attract a penalty, of a reduction in mark, of 10% (3 marks) for each day or part thereof.

    13. A request for a re-mark of a test must be made within 10 business days of the results being made available on MyUni. Requests made outside this time limit will not be considered.

    14. Assessment Criteria

    (i) The extent to which the answer identifies relevant partnership law and company law issues and sets out sound reasoning in support of the discussion.

    (ii) The extent to which the answer demonstrates knowledge and understanding of relevant topics of partnership law and company law, including having references to relevant sections of the Partnership Act 1891 (SA), the Corporations Act 2001 (Cth) and applicable case law.

    (iii) Whether the answer is easy to read and understand. Students should use relevant headings and sub-headings to assist ease of reading. 

    Course Grading

    Grades for your performance in this course will be awarded in accordance with the following scheme:

    M10 (Coursework Mark Scheme)
    Grade Mark Description
    FNS   Fail No Submission
    F 1-49 Fail
    P 50-64 Pass
    C 65-74 Credit
    D 75-84 Distinction
    HD 85-100 High Distinction
    CN   Continuing
    NFE   No Formal Examination
    RP   Result Pending

    Further details of the grades/results can be obtained from Examinations.

    Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.

    Final results for this course will be made available through Access Adelaide.

  • Student Feedback

    The University places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.

    SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the University to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy ( course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.

  • Student Support
    1.  Occupational Health and Safety Arrangements

    The Adelaide Law School is committed to upholding the University's Policy on Occupational Health and Safety (OH&S).  All staff and students have a legal responsibility to act in the interests of themselves and others with respect to OH&S.  To assist us, and to comply with your responsibilities, you are required to become informed about emergency evacuation procedures and the evacuation ares for the classes you attend.

    2.  Evacuation Procedures

    Staff and students must leave the building via the fire stairs once the notice to evacuate has been given.  The lifts should not be used.  Those experiencing difficulties leaving the building should notify the floor warden.  Staff and students may return to the building only after the Warden has granted permission.

    3.  Medical Emergencies & First Aid in a Life-Threatening Situation Only

    Please telephone 8313 5444.

    4.  Representatives and Officers

    First Aid Officers are trained to deal with first aid situations.  School Safety Officers represent the Head of School in OH&S matters.  The elected OH&S Representative can represent staff and students in OH&S issues.

    5.  Accident and Incident Reporting

    OH&S legislation demands that all accidents and near-miss incidents be reported to the School Manager or Head of School.  In the evant of an accident or incident the person involved, and their supervisor, must complete an Accident/Incident Report and Investigation Form, within 48 hours of the accident/incident.  A copy of the completed form is to be forwarded to the OH&S Safety Officer.  Copies of the form are available from the OH&S Represenative or Safety Officer.  For further assistance please contact the Adelaide Law School front office on the ground floor of the Ligertwood Building.

  • Policies & Guidelines
  • Fraud Awareness

    Students are reminded that in order to maintain the academic integrity of all programs and courses, the university has a zero-tolerance approach to students offering money or significant value goods or services to any staff member who is involved in their teaching or assessment. Students offering lecturers or tutors or professional staff anything more than a small token of appreciation is totally unacceptable, in any circumstances. Staff members are obliged to report all such incidents to their supervisor/manager, who will refer them for action under the university's student’s disciplinary procedures.

The University of Adelaide is committed to regular reviews of the courses and programs it offers to students. The University of Adelaide therefore reserves the right to discontinue or vary programs and courses without notice. Please read the important information contained in the disclaimer.