COMMLAW 2500 - Commercial Law II

North Terrace Campus - Semester 2 - 2016

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 2
    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
    Restrictions NOT for LLB students
    Assessment Exam/assignments/tests/tutorial work as prescribed at first lecture
    Course Staff

    Course Coordinator: Dr Francesco de Zwart

    Course Coordinators/Lecturers:
    Dr Francesco de Zwart (Lecturer)

    Adelaide Law School
    Ligertwood Building, North Terrace, Room 213
    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
    On successful completion of this course students will be able to:

    1.  Recognise and discuss fundamental legal issues in commercial scenarios and the applicable legislation and corporate law principles
    2.  Apply critical thinking and problem solving skills in relation to given corporate law scenarios
    3.  Communicate information and ideas effectively using academically and professionally relevant language
    4.  Apply commercial law concepts to authentic and relevant scenarios and problems.


    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)
    Deep discipline knowledge
    • informed and infused by cutting edge research, scaffolded throughout their program of studies
    • acquired from personal interaction with research active educators, from year 1
    • accredited or validated against national or international standards (for relevant programs)
    1, 3, 4
    Critical thinking and problem solving
    • steeped in research methods and rigor
    • based on empirical evidence and the scientific approach to knowledge development
    • demonstrated through appropriate and relevant assessment
    2, 4
    Teamwork and communication skills
    • developed from, with, and via the SGDE
    • honed through assessment and practice throughout the program of studies
    • encouraged and valued in all aspects of learning
    Career and leadership readiness
    • technology savvy
    • professional and, where relevant, fully accredited
    • forward thinking and well informed
    • tested and validated by work based experiences
    1 - 4
    Intercultural and ethical competency
    • adept at operating in other cultures
    • comfortable with different nationalities and social contexts
    • able to determine and contribute to desirable social outcomes
    • demonstrated by study abroad or with an understanding of indigenous knowledges
    1, 4
    Self-awareness and emotional intelligence
    • a capacity for self-reflection and a willingness to engage in self-appraisal
    • open to objective and constructive feedback from supervisors and peers
    • able to negotiate difficult social situations, defuse conflict and engage positively in purposeful debate
    2, 3
  • 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: OUP
    Edition: 2016, (17th 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, 17th Edition, 2016 + Corporations and Securities Legislation Vol. 1, 2016

    2.  Statute/Legislation

    Corporations Act 2001 (edition 2016)
    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, 17th Edition, 2016 + Corporations and Securities Legislation Vol. 1, 2016
    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, 19th Edition, 2016
    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:

    (i)  One two-hour lecture per week and

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

    (iii)  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 Syndicates
    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

    1                                 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

    % Weighting of
    Final Mark
    Due Date Group or
    Word Count /
    Redeemable Learning
    Attendance and

    N/A N/A Individual 1 hour weekly No 1 - 4
    Take-Home Class

    12.00 midday Friday 2 September 5.00pm Monday 12 September Individual Max. 2,500
    No 1 - 4

    Final Exam

    Examination Period Examination Period Individual 3 hour exam plus
    10 minutes
    reading time
    No 1 - 4
    Assessment Related Requirements
    Assessment Detail


    The assessment components are as follows:

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

    You must attend the weekly (commencing week 2) 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: 12.00 midday Friday 2 September

    Date and Time Due: 5.00pm Monday 12 September

    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.

    Official Reading Time:          10 mins
    Writing Time:                       180 mins

    Total Duration                      190 mins

    Instructions to Candidates:

    1.   Answer ALL FOUR (4) questions. The whole of questions 1 to 4 must be answered.

    2.   This examination is worth 60% of your overall grade for this subject.

    3. This is an Open Book examination (refer to Permitted Materials below), but you must not bring into the exam room any book belonging to the University of Adelaide Libraries.

    4. You should answer all questions in the answer book and should begin each answer on a new page in the answer book.

    5. Your answers to the problemquestions 1 to 3 need not be in essay form.

    6. Your answer to essay question 4 must be in essay form.

    7.  Examination materials provided by the University of Adelaide, including this examination paper, must NOT be removed from the examination room.

    8.  It is your responsibility to ensure that this examination question paper is handed up, together with your answer booklet, at the end of the examination.  If your answer booklet does not include the examination paper, a penalty of a reduction in mark – possibly to NIL – may be imposed.

    Permitted Materialsï‚

    · Prescribed textbook and any other textbooks, legislation, course materials and handouts, your own lecture notes and other summaries or notes written and prepared by you, and not prepared by or taken from someone else.
    ‚· English or English/foreign language dictionary (paper only).

    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 is worth 20 marks.

    4. QUESTION 2 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

    The University Writing Centre provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the University of Adelaide.

    Practical advice and strategies for students to master reading, writing, note-taking, time management, oral presentation skills, referencing techniques and exam preparation for success at university through seminars, workshops and individual consultations.

    For more information please check out the Writing Centre website at  

    Lex Salus Program

    Lex Salus was founded in 2013 by Adelaide Law School Wellbeing officers Ms Corinne Walding, Ms Kellie Toole and Dr Mark Giancaspro. Lex Salus is an initiative of the Adelaide Law School aimed at raising law student awareness of the importance of mental, physical and nutritional health across all year levels of the degree, and of the various counselling, disability and equity services both within and outside the University that can provide help. Research shows that law students, both in Australia and in many jurisdictions around the world, experience the highest levels of stress, anxiety and depression out of any other discipline. Many do not get enough sleep, maintain a healthy diet or achieve a realistic work/life balance. Making matters worse, they are unwilling or afraid to speak up for fear of feeling 'weak' or because of the negative stigma that attaches to seeking help. Lex Salus is dedicated to tackling these problems head-on.

    Counselling Service

    The University Counselling Service provides a free and confidential service to all enrolled students. We encourage you to contact the Counselling service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life. More information is available at  

  • Policies & Guidelines

    This section contains links to relevant assessment-related policies and guidelines - all university policies.

    Plagiarism and other forms of cheating

    Plagiarism is a serious act of academic misconduct. All students must be familiar with the Adelaide Law School Enrolment Guide, and should note in particular the sections relating to plagiarism, grievance procedures and academic conduct within the Law School and the University.

    Plagiarism is a serious matter and is treated as such by the Law School and the University. Please be aware that “academic dishonesty” (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to refuse to admit a person to practice as a legal practitioner in South Australia.

    Academic honesty is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer.
  • 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.