76086 Advanced Commercial Transactions
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particular session, location and mode of offering is the authoritative source
of all information about the subject for that offering. Required texts, recommended texts and references in particular are likely to change. Students will be provided with a subject outline once they enrol in the subject.
Subject handbook information prior to 2024 is available in the Archives.
Credit points: 6 cp
Result type: Grade and marks
Requisite(s): (70327 Introduction to Property and Commercial Law AND 70417 Corporate Law AND 70517 Equity and Trusts) OR ((94 credit points of completed study in spk(s): C04236 Juris Doctor OR 142 credit points of completed study in spk(s): C04250 Juris Doctor Master of Business Administration OR 94 credit points of completed study in spk(s): C04363 Juris Doctor Master of Intellectual Property OR 94 credit points of completed study in spk(s): C04364 Juris Doctor Graduate Certificate Trade Mark Law and Practice) AND 70106c Principles of Public International Law AND 70107c Principles of Company Law) OR (94 credit points of completed study in spk(s): C04320 Juris Doctor Graduate Certificate Professional Legal Practice AND 70106 Principles of Public International Law)
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
These requisites may not apply to students in certain courses.
There are course requisites for this subject. See access conditions.
Description
This subject examines the broad range of legal issues that may arise when setting up and expanding a business. It builds upon the material covered in 70327 Commercial Law by applying advanced principles of commercial legal structures to common commercial transactions, including licensing, distribution, franchising and agency relationships. The subject considers the use of common business structures, particularly trading and investment trusts and joint ventures and limited partnerships, as well as the legal liability issues that may arise with these structures. The use of franchise systems is a particular focus as these draw together legal issues arising under contract, fiduciary law, corporate law and general commercial law. This is a broad-based advanced commercial law subject that assists with students wishing to pursue legal practice in general commercial, corporate and banking and finance areas.
Subject learning objectives (SLOs)
Upon successful completion of this subject students should be able to:
| 1. | Identify and apply relevant principles of commercial law to a range of common business-to-business transactions |
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| 2. | Understand and critically assess the range of commercial and legal issues that arise during common business transactions |
| 3. | Communicate high quality and effective written and oral legal arguments to address issues in complex business transactions |
Course intended learning outcomes (CILOs)
This subject also contributes specifically to the development of the following graduate attributes which reflect the course intended learning outcomes:
- Legal Knowledge
A coherent understanding of fundamental areas of legal knowledge including:
a. The Australian colonial and post-colonial legal system, international and comparative contexts, theoretical and technical knowledge;
b. The broader contexts within which legal issues arise and the law operates including cultural awareness, social justice and policy;
c. The impact of Anglo-Australian laws on Indigenous peoples, including their historical origins in the process of colonisation and ongoing impact; and
d. The principles and values of justice and ethical practices in lawyers' roles. (LAW.1.1) - Critical Analysis and Evaluation
A capacity to think critically, strategically and creatively, including the ability to:
a. Identify and articulate legal issues in context, including the skill of critical reading and writing;
b. Apply reasoning and research to generate appropriate responses;
c. Engage in critical analysis and make a reasoned choice amongst alternatives; and
d. Think creatively in approaching legal issues and generating appropriate responses. (LAW.3.1) - Communication
Effective and appropriate communication skills including:
a. Highly effective use of the English language to convey legal ideas and views to different and diverse audiences and environments;
b. An ability to communicate to inform, analyse, report and persuade;
c. An ability to strategically select an appropriate medium and message;
d. An ability to assess how messages are received and alter communication strategies accordingly; and
e. An ability to be responsive and adaptive to the perspectives of collaborators, clients, counter parties and others. (LAW.5.1) - Collaboration
Effective and appropriate collaboration skills in working together to achieve a common goal in a group learning environment or the workplace including:
a. An ability to give and receive feedback;
b. Appropriate professional and interpersonal skills in working collaboratively;
c. A capacity to develop strategies to successfully negotiate group challenges; and
d. An ability to be responsive and adaptive to the perspectives of collaborators, clients, counter parties and others. (LAW.6.1)
Contribution to the development of graduate attributes
This subject also contributes specifically to the development of the following graduate attributes which reflect the course intended learning outcomes:
Legal Knowledge
A coherent understanding of fundamental areas of legal knowledge including the Australian legal system, social justice, cultural and international contexts and the principles and values of ethical practice. (1.0)
Critical Analysis and Evaluation
A capacity to think critically, strategically and creatively including an ability to identify and articulate legal issues, apply reasoning and research, engage in critical analysis and make reasoned choices. (3.0)
Communication and Collaboration
Effective and appropriate communication skills including highly effective use of the English language, an ability to inform, analyse, report and persuade using an appropriate medium and message and an ability to respond appropriately. (5.0).
Teaching and learning strategies
Strategy 1: Student’s Preparation for Learning
In preparation for classes, students read cases, legislation, articles, view topic presentation slides and listen to podcasts relevant to the legal principles and commercial issues applicable to advanced commercial transactions and situations.
Strategy 2: Learning through small and large group class discussion, collaborative problem solving and simulations
Each class will involve small group activities involving discussion questions and hypothetical problem questions to allow students to apply their understanding of the legal principles and commercial issues related to advanced commercial transactions acquired in pre-class preparation. The classes will also involve large group discussions based on pre-determined questions that foster debate and individual reflection. All students will collaborate in problem
solving exercises in the context of advanced commercial transactions, often divided into opposing sides to simulate real-life interactions between commercial lawyers.
Strategy 3: Online Learning
Canvas is where students access learning materials on key topics to prepare for classes, and other materials for additional self-directed learning. These materials will include a series of concise conceptual podcasts developed to explain key concepts underpinning each class. The podcasts (usually 10-15 minutes each) will include slides and targeted reading material. In addition, students are able to engage in student led discussion, share their questions and ideas on the open discussion forum (Canvas), while receiving feedback and guidance from the subject teaching staff. Students will also provide responses to short answer commercial practice conceptual questions as part of their participation assessment.
Strategy 4: Student mooting
This subject will include a student moot as an option for one of the major group assessment items. This authentic and rich activity will help students to gain experience in the preparation for and participation in advanced commercial practice litigation, and other alternative dispute resolution forums.
Strategy 5: Guest speaker presentations
A small number of practitioners and related professionals will be invited to give practical guest talks on particular aspects of commercial law practice (for example, legal and commercial issues that arise leading up to, and during insolvency).
Strategy 6: Ongoing Feedback
Structured feedback is provided individually and to the subject group throughout each class, on student’s responses to the regular short answer commercial practice conceptual questions throughout the subject and resulting from the marking of formal assessment tasks. There will be opportunities to receive immediate feedback, particularly responding to student’s understanding of the relevant legal principles, and how students apply those principles to advanced commercial transactions. Detailed guidance as to the assessment criteria and the provision of timely feedback will form an important part of the learning process.
Assessment
Assessment task 1: Class participation
| Intent: | Classes in this subject provide students with a low-risk environment in which to discuss, resolve and reflect on the application of legal principles to legal problems in the context of commercial situations, whilst balancing ethics and common sense. |
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| Objective(s): | This task addresses the following subject learning objectives: 1, 2 and 3 This task contributes specifically to the development of the following graduate attributes: LAW.1.1, LAW.3.1, LAW.5.1 and LAW.6.1 |
| Weight: | 20% |
| Length: | Notional word limit of 1,000 words |
| Criteria: |
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Assessment task 2: Short Essay
| Intent: | This assessment task will give students an opportunity to practise and get feedback on their critical analysis and evaluation skills and to develop the content, style and quality of legal argument expected of lawyers. |
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| Objective(s): | This task addresses the following subject learning objectives: 1, 2 and 3 This task contributes specifically to the development of the following graduate attributes: LAW.1.1, LAW.3.1 and LAW.5.1 |
| Weight: | 30% |
| Length: | 2,000 words |
| Criteria: |
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Assessment task 3: Take home final exam
| Intent: | The exam gives students an opportunity to demonstrate their understanding of legal and commercial issues in the context of the subject topics. It also enables students to critically analyse and evaluate problem scenarios or issues raised by questions and apply legal principles in response. |
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| Objective(s): | This task addresses the following subject learning objectives: 1, 2 and 3 This task contributes specifically to the development of the following graduate attributes: LAW.1.1, LAW.3.1, LAW.5.1 and LAW.6.1 |
| Weight: | 50% |
| Length: | There will be a strict word limit of 2,000 words for take home exam answers. |
| Criteria: |
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Required texts
There is no prescribed text for this subject as the topics included cover a number of legal areas. Relevant readings will be placed on Canvas.
Recommended texts
Austin and Ramsay, Ford’s Principles of Corporate Law, 15th ed, 2013, LexisNexis Butterworths
Buchan, Franchisees as consumers, benchmarks, perspectives and consequences, 2013, Springer (available as an online book through UTS Library)
Corones, The Australian Consumer Law, 2nd ed, 2013, Thomsonreuters
N. D'Angelo, Commercial Trusts, 2014, LexisNexis
Dal Pont, Equity and Trusts, 5th ed, 2011, Thomsonreuters
Dal Pont, The Law of Agency, 3rd ed, 2013, LexisNexis
Giles, Redfern and Terry, Franchising Law & Practice, LexisNexis AU (online)
Lee, Bryan and Glover, Ford and Lee on Trusts, Westlaw AU (online)
Lindgren and Taylor, Business Law of Australia, LexisNexis AU (online)
McKendrick, Goode on Commercial Law, 4th ed, 2010 Penguin Books
Miller's Australian Competition and Consumer Law Annotated, Westlaw AU (Online)
Mirzai and Harris, Annotated Personal Property Securities Act 2009 (Cth), 3rd ed, 2017, CCH
Reynolds, Stoianoff and Roy, Intellectual property: text and essential cases, 5th ed, 2015
Travers, Commercial Law, 3rd ed, 2014 LexisNexis Butterworths
The Tax Institute, The Trust Structures Guide, 10th ed, 2013
Other resources
Australian Business Law Review
Australian Encyclopaedia of Forms and Precedents, LexisNexis (online)
Business Lawyer (US law)
Company and Securities Law Journal
Lloyd's Maritime and Commercial Law Quarterly (UK law)
The Journal of Banking and Finance Law and Practice
The Journal of Business Law (UK law)
The Journal of Contract Law
The Journal of Equity