Episodes
The law, in under a minute.
Two short series, made for business owners, students and lawyers alike. Every film is checked against the judgment or the Act before it is made. Each one carries the date the law was stated at, so you can tell how fresh it is.
CASE IN POINT
One decided case. What happened, what the court found, and the point worth keeping.
CASE IN POINT
Ringrow Pty Ltd v BP Australia Pty Ltd: a buy-back option and a fuel supply deal
Would you sign an exclusive supply deal with a buy-back?
Read the transcript
A service station owner sold another supplier's fuel, against its BP deal. Then BP gave notice it would buy the site back.
In nineteen ninety-nine it bought the site from BP, with a supply deal and a BP option to buy it back.
In two thousand and two, BP gave notice ending the supply deal. The owner called the buy-back a penalty. Was it?
The price was market value, set by an independent valuer, with goodwill left out. Did that make the buy-back a penalty?
All six judges agreed. No dollar value was proved for the goodwill, so no penalty was shown. BP was entitled to buy the site back.
The Court refused a general proportionality test. A penalty must be out of all proportion. Today, unfair contract terms law could reach a term like this in a standard form small business contract.
We can review your supply terms. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Koompahtoo Local Aboriginal Land Council v Sanpine Pty Limited: no proper books, breaches to the root
Would you end the deal, or stay in and sue?
Read the transcript
Over the years, a joint venture's manager kept no ledger, no journal and no cashbook for it.
In 1997 a Local Aboriginal Land Council and Sanpine went fifty fifty. The council brought land; Sanpine ran it, promising proper books.
No budgets or monthly reports were prepared. In 2003, unable to get the figures, the council ended it. Were those breaches enough?
Sanpine sued. It lost at trial, then won two to one on appeal. Nobody had complained earlier. Did that matter?
All five High Court judges upheld the ending. Without books the council couldn't see what was happening, so its earlier silence didn't stop it ending the deal.
The Court didn't decide if the books term was essential. A breach going to the root can still end a contract.
We can review your contracts. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Toll (FGCT) Pty Limited v Alphapharm Pty Limited: signed, unread, bound
Should signing bind you if you never read it?
Read the transcript
Above a manager's signature, the form said to read the conditions overleaf first. He didn't. Nothing stopped him.
His company was booking a carrier for flu vaccine. The back page said the carrier wasn't responsible for damage, whatever the cause.
Wrong temperatures damaged the vaccine. Its owner sued. The owner itself had signed nothing before the losses.
The owner won more than six hundred and eighty thousand dollars at trial, and again on appeal. Could one unread page undo that?
All five High Court judges said yes. The owner had authorised the signer's company to agree the carrier's standard terms, so it was bound too.
Signed contract terms generally bind you, read or not. But some laws can override unfair terms in standard form contracts with small businesses.
We can review your contracts. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Associated Newspapers v Bancks: the front page promise
Promised the comic section's front page. Got its third page, three Sundays running.
Read the transcript
A paper promised an artist its comic section's front page. Three Sundays running, his drawing ran on that section's third page.
He signed for ten years on a weekly salary. Each week's drawing would lead the comic section.
A newsprint shortage changed the printing. He objected, nothing changed, and he wrote that he was no longer bound.
The paper sued to enforce the contract's restraints against him. It lost in the New South Wales Supreme Court, and appealed.
The High Court agreed unanimously: the front page promise was essential, and three breaches let him end the contract.
A minor broken term usually means damages only. If a promise is why you're signing, say it's essential.
Have us draft your key terms. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Bellgrove v Eldridge: building defects and the cost to put them right
The foundations were so weak the only real fix was a rebuild.
Read the transcript
A two storey brick house, its foundations so weak the only real fix was to knock it down and build again.
In nineteen forty nine, a builder agreed to build a brick house for an owner, following set plans and specifications.
The concrete and mortar didn't follow the specifications. The trial judge found the house gravely unstable.
The Victorian Supreme Court assessed the owner's damages on the cost of demolishing and rebuilding. The builder appealed.
All three High Court judges agreed. The only real fix, a rebuild, was reasonable, and the damages based on it stood.
The High Court's starting point is the cost of making the work match the contract, if reasonable. Laws and your contract can change that.
Have your build contract reviewed. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Electricity Generation Corporation v Woodside Energy Ltd: reasonable endeavours
Gas ran short for a time. Extra gas came at market price.
Read the transcript
An explosion at another company's gas plant cut Western Australia's supply for a time. Extra gas came at market price.
A power generator bought gas from Woodside and other sellers. A set daily amount was firm. Extra gas, only reasonable endeavours.
The sellers had the gas, but wouldn't sell it at the contract price. The buyer paid market price, under protest.
The buyer lost at trial, then won in Western Australia's Court of Appeal. Could the sellers weigh their business interests?
Four of five High Court judges found no breach. This clause let the sellers weigh their business interests.
A reasonable endeavours promise is not absolute. Before relying on one, read what the clause lets the other side weigh.
Have us draft your supply terms. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Victoria Park Racing v Taylor: the platform overlooking the racecourse
Some racegoers stayed home to hear the race call instead.
Read the transcript
Sydney, the nineteen thirties. A platform on a neighbour's land overlooked a racecourse. A radio caller described every race live, and some racegoers stayed home to listen.
The course charged for entry. The broadcasters paid the neighbour a pound each time the platform was used.
The course sued the neighbour, the station and its caller, and lost at trial.
The course argued nuisance, property in the spectacle, and copyright. It appealed straight to the High Court.
Three judges to two, the course lost again. Looking over a fence and describing what you see isn't, by itself, a legal wrong to the business inside.
The law won't fence your event for you. Control who can see it, and set terms for the people you let in.
Have us draft your event terms. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Shao v Crown Global Capital: paid into the wrong account
Two lenders. Paid to one. Gone overseas.
Read the transcript
A million-dollar loan from two lenders. Repaid into one lender's own account, and almost all of it sent overseas.
Two lenders put a million dollars into a company's loan note. Repayment had to go to their account, as they notified.
Near the end, the borrower asked one lender where to pay. He gave his own account. She sued him first, and recovered little.
The lower courts said suing him meant she'd accepted the debt was paid, so she couldn't sue the borrower.
All five judges disagreed. The clause also promised not to pay into any account both lenders hadn't nominated, and she could sue for that.
If your contract says where money must be paid, pay only there. Paying elsewhere can leave you paying again.
Have us check the payment terms. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Tanwar Enterprises v Cauchi: one day late, time of the essence
The money arrived the next day. Too late.
Read the transcript
A four and a half million dollar land deal near Blacktown. The buyer's money arrived the day after the deadline.
After delays, both sides signed deeds. Settle by four pm on the twenty-fifth of June, time of the essence.
On the day, part of the buyer's loan money was held up overseas. It came the next day. The sellers ended the contracts.
The buyer sued to stop the sellers relying on the deadline. It lost at trial, and in the Court of Appeal.
All seven High Court judges agreed. The sellers hadn't caused the delay, and a late lender was a risk the buyer could see coming.
If your contract makes the date essential, get the money in place before the day, not on it.
Have us check the dates first. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Paciocco v ANZ: the $35 late fee
Is a $35 late fee a penalty?
Read the transcript
A thirty-five dollar late fee. The trial judge found the bank's loss on each late payment was probably no more than three dollars.
A customer's ANZ credit cards carried a late fee for missing the minimum payment: thirty-five dollars, later twenty.
He led a class action, calling the fee a penalty. The bank said late payment cost it more.
The trial judge said penalty. The Full Federal Court said no, and the case went to the High Court.
The High Court agreed, four judges to one: not a penalty. It wasn't out of all proportion to the bank's interest in being paid on time.
The lesson. A fee isn't a penalty just because it beats the direct cost. But one out of all proportion still fails.
Have your fees checked. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
CASE IN POINT
Masters v Cameron: subject to contract
Both sides signed. Money was paid. Was it a sale?
Read the transcript
Western Australia, 1951. A farm sale, signed by both sides, and money paid. Then the buyers wanted out. Was it a sale?
The seller and the buyers signed one document. It was subject to a formal contract her solicitors would accept.
The buyers paid money as a deposit, then pulled out. The agent holding it asked the court who should get it.
The buyers lost at trial in Western Australia and appealed to the High Court. Did signing that document make a binding contract?
The High Court said no. Words like subject to a formal contract usually mean nothing binds until that contract is made.
The lesson. Subject to contract usually means not yet. If you mean to be bound now, make that intention clear in the document.
Get it reviewed before you sign. docetlegal.com.au
Dramatised from the published reasons of the High Court of Australia. General information, not legal advice.
THE LAW SAYS
A provision of an Act, or a few related sections, put in plain words, with what it means for a business.
THE LAW SAYS
An unused trade mark can be removed
Ever found the perfect name registered, but nowhere in use?
Read the transcript
A business registers a trade mark and never uses it. Under the Act, a person can apply to have it removed.
One ground is three straight years with no good-faith use by the owner in Australia for those goods or services. So what happens if someone applies?
Anyone can oppose. If no one does, the Registrar must remove it for the goods or services named. And if you do oppose, the burden falls on you.
If you oppose, it's for you, as the opponent, to show good-faith use in that period, or an obstacle that stopped it.
And even if non-use is shown, the Registrar or the court can keep the mark on the register if satisfied that's reasonable.
A registered trade mark isn't something to leave on a shelf. A trade mark is meant to be used, in good faith.
We can help with trade marks. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Pay slips and employee records
Which surprised you more: seven years or one working day?
Read the transcript
You've paid your staff. For employers covered by the Fair Work Act, two numbers matter after payday: one working day, and seven years.
Section five thirty-five: make employee records and keep them for seven years. Pay slips run on a far shorter clock.
Section five thirty-six: give a pay slip within one working day of paying for work. Weekends and public holidays aren't working days.
Section five fifty-seven C: if required records or pay slips weren't kept or given, the employer can be made to disprove a worker's allegation.
Only in certain claims, like award, agreement or employment standards claims, where the missing records relate to the claim. A reasonable excuse stops it.
Civil penalties can apply, higher for companies. Missing records don't prove an underpayment, but they can make a claim harder to defend.
We can review your pay records. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Fake reviews
Would you trust a business with only five-star reviews?
Read the transcript
Five stars and glowing praise, from a customer who doesn't exist. The owner wrote it, under an invented name.
Under the Australian Consumer Law, a business must not make a false or misleading representation that claims to be a testimonial. But the law reaches further than made-up reviews.
Staff or friends posing as customers can mislead too, and so can false claims about a review. And in court, the starting point isn't in the review's favour.
In court, the review is treated as misleading, but no one carries an onus to prove it isn't.
That gives way if evidence to the contrary is given, but giving some evidence doesn't settle it by itself.
Breaking the testimonial rule can mean a court-ordered penalty. Real reviews come from real customers.
We can review your advertising. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Unfair preferences: when a liquidator asks for a paid invoice back
Should a supplier keep the payment, or all creditors share it?
Read the transcript
Your customer company paid your invoice in full, then went into liquidation. Its liquidator wants it back.
Even paying a debt you're owed can be an unfair preference, if it got you more than claiming in the liquidation would. But a liquidator needs more.
Insolvent when it paid, or made so by it. Most suppliers: six months before the relation-back day, to the winding up. There's a four-part defence.
First, you took the payment in good faith. Second, when paid, you had no reasonable grounds to suspect insolvency, or that paying you would cause it.
Third, a reasonable person in your position would have had no such grounds. Fourth, you gave value for the payment, or changed your position relying on it.
A liquidator's letter isn't an order. Only a court can order repayment. It's worth getting advice before you answer or pay.
We can review a preference claim. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Promises about the future
You tell a business customer what sales it can expect next year. Can the law test that?
Read the transcript
Under the Australian Consumer Law, a forecast is treated as misleading if there were no reasonable grounds for making it.
That covers forecasts of sales or profit, and promises about what you will or will not do.
If the forecast is challenged in court, the law assumes no reasonable grounds until evidence is given. No one carries an onus to prove them.
Section eighteen says you must not mislead or deceive in trade or commerce. That covers deals between businesses, not only consumers.
Keep a record of your grounds, like the numbers and where they came from. Reasonable grounds alone don't stop a forecast misleading in other ways.
Have us review your sales claims. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Electronic signatures in NSW
A NSW law says you have to sign. Can you do it on a screen?
Read the transcript
Some New South Wales laws require a signature. Section nine says when an electronic one can meet that requirement.
When a law requires your signature, an electronic method can meet it, with some exceptions.
The method must identify you and show your intention, be reliable enough or proven to work, and the recipient must consent.
Witnessed documents, wills, deeds and court filings have their own rules.
Before you sign on screen, check whether the document has its own rules, and agree the signing method with the recipient.
Have your signing process checked. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
The payment schedule deadline
Has a payment claim been served on you? The clock is already running.
Read the transcript
A payment claim on a New South Wales construction job is served on you. You can reply with a payment schedule.
The deadline is ten business days after the claim is served, or the time your contract sets, whichever ends first.
Business days leave out Saturdays, Sundays, public holidays, and every day from the twenty seventh to the thirty first of December.
Miss that deadline and you become liable to pay the full amount claimed, on the due date for the payment.
Paying less than claimed? The schedule must say why. Diarise the claim the day it lands.
Have us draft your schedule. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Most marketing emails and texts need consent
A prospect's email address is right there on their website. Can you email them about your services?
Read the transcript
The Spam Act says most marketing emails and texts with an Australian link must not be sent without the account holder's consent.
An address published online isn't consent on its own, and swapping business cards isn't automatic permission either.
A narrow exception covers some conspicuously published work addresses, and only for messages relevant to that work.
There's no general exemption for business to business marketing, and the rule applies to each message, even a single one.
If you rely on consent, the Act puts the burden on you to point to evidence of it, so keep your records.
Have your marketing lists checked. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Six years to sue on a contract
A customer still owes you from a job years ago. Is it too late to sue?
Read the transcript
Someone breaks a contract with you. In New South Wales, you generally have six years to sue them.
The clock usually starts when the contract is broken, say a missed payment, not when you find out.
Was the promise made in a deed? Then the limit is generally twelve years. Check how it was signed.
Owed money? If the debtor admits it to you in signed writing, or pays part, before time is up, the clock restarts.
Miss the limit and the other side can raise it. In New South Wales, your right to the money is gone. Some claims have shorter limits.
Have us check your time limit. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
The 14-day franchise cooling-off
You've just signed a new franchise agreement and you're having second thoughts.
Read the transcript
Signed a new franchise agreement? The Code usually gives you fourteen days after signing to change your mind and end it.
That's fourteen calendar days after you enter into the agreement, not business days. So act within them.
End it in time and the franchisor must repay what you paid it within fourteen days, less reasonable costs of ending it that the agreement lists.
Renewing under an option, or extending an agreement you already have? There's no cooling-off for that.
One catch: cooling off ends the franchise agreement, not a lease or other deal you signed. Get advice inside the fourteen days.
Get your franchise terms reviewed. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
"We own it until paid" and the PPSR
Your terms say you own the goods until you're paid. Is that enough?
Read the transcript
You supply goods on credit. Your terms say you own them until you're paid. Many suppliers think that settles it.
The law says that clause is a security interest, because in substance it secures payment, whoever holds the title.
To protect it, you usually perfect it by registering on the Personal Property Securities Register, known as the PPSR.
If it is not perfected when your customer enters liquidation, administration or bankruptcy, your interest passes to the customer.
You can still claim the debt, but your claim for those goods is unsecured. Registering or repossessing after the collapse won't fix it.
For a company customer, register within twenty business days of the agreement taking effect. Register late, and a collapse within six months after that registration can undo it.
Have us check your PPSR position. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Directors and insolvent trading
You're a director, the bills are piling up, and a supplier wants a new order signed.
Read the transcript
The law says a company is insolvent if it can't pay all its debts as and when they fall due.
A director's duty is about new debts: those taken on while the company is insolvent, or that make it insolvent.
The test is reasonable grounds to suspect insolvency, if you were aware of them, or a reasonable director would have been.
On a breach, a court can order compensation for creditors' losses, and a civil penalty.
Safe harbour can cover debts tied to a plan reasonably likely to lead to a better outcome for the company than an immediate administrator or liquidator. Unpaid staff entitlements or missed tax lodgements can lose it.
Get advice early, before taking on more debt. Advice alone isn't safe harbour.
Get a fixed-fee quote early. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
How a company signs: section 127
A company has no hand to sign with.
Read the transcript
Your company is signing a contract. But a company has no hand to sign with. So who signs for it?
Section 127 lets two directors, or a director and a company secretary, sign for the company. No seal is needed.
Run a proprietary company alone? If you are the only director, and the only secretary or there is none, you sign alone.
Sign this way and the other side may assume it was duly executed, unless they know or suspect it was not.
Get your signing block checked. docetlegal.com.au
General information, not legal advice.
THE LAW SAYS
Unfair terms in small business contracts
A supplier hands you its standard contract: take it or leave it.
Read the transcript
You run a small business. A supplier hands you its standard contract, take it or leave it, with one-sided terms buried inside.
Under the Australian Consumer Law, an unfair term in a standard form small business contract is void. The rest of the contract can stand.
A term is unfair only if it causes a significant imbalance, isn't reasonably needed to protect the party it favours, and would cause detriment.
For contracts made, renewed or varied since the ninth of November 2023, it's enough that either side has under one hundred employees or ten million dollars turnover.
And since then, proposing or relying on an unfair term can attract heavy court penalties.
Signing a template? Ask about one-sided terms before you sign. Drafting one? Review it first.
Have us review your template. docetlegal.com.au
General information, not legal advice.
These films are general information, not legal advice. The case films are dramatised from the courts' published reasons. The characters stand in for the parties, and the story keeps to the facts the court found.