‘Subject to’: why these words can be a trap when contracting if you are not clear about what you intend.
The specific wording of a contract is crucial to its interpretation and may be beneficial or a trap to parties. Many parties fail to understand the implications that the well-known phrase ‘subject to contract’ will have on their agreements. Masters v Cameron (1954) 91 CLR 353 is the leading Australian case which examines the consequences of certain wording on parties to a contract, and whether such wording leads to an enforceable and binding contract.
Sladen Snippet - Consultation process Franchising code of conduct review
Sladen Snippet - Private Wealth Advisor Program: advisors beware – you are on the ATO’s watch list
Winding up process and considerations for creditors following an unsatisfied statutory demand
The most common basis upon which creditors make an application to wind up a company and appoint liquidators is upon the non-compliance with a Creditor’s Statutory Demand. If the debtor company ignores the Creditor’s Statutory Demand and no payment or compromise is reached then the company is presumed insolvent, paving the way to wind up the company.
This article contains an explanation of the steps required when lodging an application for winding up in these circumstances, as well as some helpful tips to navigate the process effectively.
When Restructuring Goes Wrong: Lessons from Connelly (liquidator) v Papadopoulos
The Federal Court decision of Connelly v Papadopoulos re TSK Pty Ltd (in liq) highlights some of the implications for professional advisers. directors and officers involved in restructuring of companies and the risks encountered when engaging in restructuring that may be later viewed as asset stripping schemes under the creditor defeating dispositions provisions in the Corporations Act.
Bankruptcy: Determining which debts survive or can be recovered from a bankrupt
If you have been declared bankrupt, or are looking to recover debt from an individual or company that has been declared bankrupt, you may be wondering what happens to debts following a declaration of bankruptcy.
This article sets out what debts are and are not recoverable from a bankrupt person, including specific debts which survive bankruptcy and remain recoverable by creditors even after the bankruptcy ends.
Sladen Snippet – Liability of the trustee for a bankrupt estate to pay capital gains tax; Robson as trustee for the bankrupt estate of Lanning v Commissioner of Taxation [2024] FCA 720
The Federal Court of Australia has made a ruling that a trustee for a bankrupt estate is liable to pay capital gains tax derived from the sale of the bankrupts real property. The judgement of Robson as trustee for the bankrupt estate of Lanning v Commissioner of Taxation [2024] FCA 720 confirmed that the obligations contained in section 254 Income Tax Assessment Act 1997 (Cth) extend to the trustee of a bankrupt estate acting in a representative capacity.
Sladen Snippet – Proposed changes to Australian bankruptcy law
Franchising Update: Peak Physique found liable for representations which induced purchase of franchise
On 1 August 2024, the Magistrates Court of Queensland found Peak Physique Franchisor Group Pty Ltd (Peak Physique) engaged in misleading and deceptive conduct and was in breach of section 18 Australian Consumer Law through its conduct which induced the purchase of one of their premises through representations of ongoing support to the franchisee and the profitability of the franchise purchased.
Sladen Snippet - PCG 2024/D2 - PSI and Part IVA
On 28 August 2024, the Australian Taxation Office (ATO) published Draft Practical Compliance Guideline PCG 2024/D2 (Draft PCG) on Personal services businesses and Part IVA of the Income Tax Assessment Act 1936.
Section 99B – TD 2024/D2 – you can’t always get what you need
Collective bargaining for franchisees: how to negotiate better terms together without raising competition concerns
Details Needed To Pursue Insolvent Trading Claims - Copeland as Liquidator of Skyworkers Pty Ltd (In Liq)) v Murace
On 18 January 2023 the Federal Court of Australia handed down its decision in Copeland in his capacity as liquidator of Skyworkers Pty Limited (in Liquidation) v Murace [2023] FCA 14. The decision resulted in Liquidator’s insolvent trading claim against Mr Murace being struck out and costs awarded to the defendant, although the liquidator was then allowed to file a further statement of claim.
Determining Insolvency and Unreasonable Director Related Transactions: Stone (Liquidator), in the matter of RIC Admin Pty Ltd (in liq)
Guidance has been provided to liquidators by the Federal Court of Australia in Stone (Liquidator), in the matter of RIC Admin Pty Ltd (in liq) v Mandalinic (No 2) regarding the analysis of financial records required to determine the solvency of a company and what conduct of a director will constitute an unreasonable director related transaction.
Franchising Update: Franchisor liable for Franchisee non payments of employee entitlements - Fair Work Ombudsman v 85 Degrees Coffee Australia Pty Ltd
On 4 June 2024 the Federal Court of Australia handed down the decision of Fair Work Ombudsman v 85 Degrees Coffee Australia Pty Ltd [2024] FCA. This decision resulted in the Fair Work Ombudsman penalising the Australian franchisor of the 85 Degrees brand $1.44 million for its “systemic failure to ensure compliance within its franchise network” which included underpayments at several of their Sydney franchisee outlets.
Selling to a trust: is it only a matter of time?
Government Response to December 2023 Franchising Independent Review
Sladen snippet - S&H Investments - Company cannot contract out of super guarantee
In the decision of S&H Investments Pty Ltd and Commissioner of Taxation [2024] AATA 893, the Administrative Appeals Tribunal (AAT), the Tribunal affirmed the decision of the Commissioner of Taxation to assess the taxpayer for the superannuation guarantee charge for failing to pay superannuation for their employee/contractor referred to as “TW”.
