BTF5955 Business and Company Law

How BTF5955 is assessed

What BTF5955 covers

BTF5955 Business and Company Law is assessed through a Reflective Assessment (20%), a Take-Home Assessment (30%) of two IRAC problems on negligence and contract law, and one open-book, hard-copy-only Final Examination worth 50% — IRAC problem questions across Topics 1–12, with liquidation expressly NOT examinable.

This thirteen-chapter map follows the Monash topic schedule from the Australian legal system and the IRAC method, through negligence, contract and consumer law, into the company-law half — incorporation and business structures, corporate governance, members' powers and dividends, directors' duties (split across Part 1 and Part 2) and external administration — and closes with an exam-technique chapter for the open-book final.

Use it to see which case and which Corporations Act section anchors each doctrine so you can find and apply it fast from your hard-copy notes.

It is a method unit, not a memorise-the-doctrine unit: the marks live in applying the right case and the right Corporations Act section to unfamiliar facts. Monash assesses BTF5955 through three components — a Reflective Assessment worth 20%, a Take-Home Assessment worth 30% (two problem scenarios on negligence and contract, argued in IRAC with case and statute law), and a Final Examination worth 50%.

The final is OPEN BOOK, hard-copy materials only — the prescribed text is recommended in hard copy for exactly this reason — and it covers Topics 1–12 EXCEPT liquidation, which is expressly non-examinable.

The 2026 Monash Handbook records no threshold hurdle on any component, so your grade is the weighted total (HD is 80 and above, then D, C, P, with N a fail), and your BTF5955 result feeds the WAM that later postgraduate units build on.

The unit runs in Semester 2, 2026 at Caulfield, with the final exam held in the Monash Semester-2 examination period around November 2026 — confirm the exact date, duration and permitted materials on Moodle and the Monash exam timetable, because the schedule dates come from an earlier cohort.

BTF5955 cheatsheet for the final exam

AskSia publishes a free BTF5955 cheatsheet for the final exam, a cheat sheet that follows the official permitted-materials rule for this assessment and condenses the topics in this guide. Open the BTF5955 cheatsheet.

Worked example · free

IRAC on a negligence scenario: is the café liable for the slip?

Key terms

IRAC method

The four-step legal-analysis structure the unit drills and the exam rewards: Issue (the precise legal question), Rule (the governing case ratio and/or statute), Application (argue the rule against the facts, both sides), Conclusion (a reasoned, often tentative, answer). Introduced in Topic 1 and used in the Take-Home and the final exam.

Duty of care (neighbour principle)

The first element of negligence: a defendant must take reasonable care to avoid acts or omissions reasonably foreseeable as likely to injure their 'neighbour' — persons so closely and directly affected (Donoghue v Stevenson [1932] AC 562). Modern Australian law adds the salient features (vulnerability, control, proximity) and established duty categories.

Consideration

In contract formation, the 'price' of a promise — a bargained-for exchange of benefit or detriment. It must be sufficient but need not be adequate, must move from the promisee, and past consideration is not good consideration. One of the elements a court checks before a simple contract binds.

Separate legal entity (Salomon)

On registration a company becomes a legal person distinct from its members and directors (Salomon v Salomon & Co Ltd [1897] AC 22; Corporations Act 2001 (Cth) s 124). Consequences: limited liability, perpetual succession, the company owns its own property and may sue and be sued in its own name. Courts occasionally lift the corporate veil for fraud, sham or under statute.

Directors' duties (ss 180–184)

The core statutory duties owed to the company under the Corporations Act 2001 (Cth): care and diligence (s 180, with the s 180(2) business-judgment rule), good faith and proper purpose (s 181), no improper use of position (s 182) or information (s 183), and the criminal offences for dishonest or reckless breach (s 184). General-law fiduciary duties run in parallel.

Misleading or deceptive conduct (ACL s 18)

Under s 18 of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), a person must not, in trade or commerce, engage in conduct that is misleading or deceptive or likely to mislead or deceive. It is strict (no intention required); the test is the effect on the ordinary/reasonable target audience. Regulator: the ACCC.

BTF5955 FAQ

Questions students ask in each BTF5955 chapter

What is the difference between common law and statute?

Common law is made by judges deciding cases and developing precedent over time; statute law is written and enacted by Parliament as Acts (and delegated regulations). When the two conflict, valid statute wins. In an IRAC answer you must state whether the rule you are applying comes from a case (cite the case and its ratio) or from a section of an Act (cite the provision), because the Rule step needs its source. Chapter 01 · The Australian Legal System & the IRAC Method

What are the four elements of negligence, and who has to prove them?

The plaintiff must prove, on the balance of probabilities, all four: (1) the defendant owed a duty of care; (2) the defendant breached it by falling below the reasonable-person standard; (3) the breach caused the plaintiff's harm ('but for' plus scope of liability); and (4) the plaintiff suffered recognised damage that was not too remote. The plaintiff bears the onus on every element; the defendant bears the onus of proving any defence. Missing any one element defeats the claim. Chapter 02 · Negligence: Carelessly Causing Harm

What is the difference between an offer and an invitation to treat?

An offer is a definite proposal that the offeror is willing to be bound by the moment it is accepted; an invitation to treat is a step before that — it invites others to make offers. The distinction decides who is the offeror. Shop displays, advertisements and website price listings are generally invitations to treat (Pharmaceutical Society v Boots), so the customer makes the offer and the seller can still decline. The exception is a unilateral offer to the world, like the reward promise in Carlill v Carbolic Smoke Ball Co. Chapter 03 · Contract Law: Formation

Why does classifying a term as a condition or a warranty matter?

Because the classification decides the remedy. Breach of a condition (an essential term) lets the innocent party terminate the contract and claim damages; breach of a warranty (a minor term) gives damages only, with no right to terminate. An intermediate or innominate term sits between them — the remedy depends on how serious the actual breach is (the Hongkong Fir approach). In an IRAC answer you must classify the breached term before you can say what the innocent party may do. Chapter 04 · Contract Law: Terms of a Contract

When can a party terminate a contract for breach?

Not every breach allows termination. The innocent party may terminate where the breach is of a condition (an essential term), where it is a sufficiently serious breach of an intermediate (innominate) term, or where the other party has repudiated — renounced its obligations. Breach of a mere warranty gives damages only. So the first step is always to classify the term or identify repudiation; only then can you say whether termination (as opposed to damages alone) is available. Chapter 05 · Contract Law: Enforcement & Remedies

What must be proved for misleading or deceptive conduct under s 18?

Three things: the conduct was in trade or commerce; the conduct was misleading or deceptive or likely to mislead or deceive; and (for damages) it caused loss. The key features are that s 18 is strict — you do not have to prove the business intended to mislead — and that the test is objective, asking what overall impression the conduct would create on the ordinary or reasonable members of the target audience. A prominent claim is generally not saved by a qualification buried in fine print. Chapter 06 · Consumer Law, Data Protection & Privacy

What does it mean that a company is a separate legal entity?

It means that once registered, a company is a legal person in its own right, distinct from the people who own or run it (Salomon v Salomon & Co; Corporations Act s 124). The company — not its members — owns the business's assets, owes its debts, makes its contracts and sues or is sued in its own name. The practical payoff is limited liability: in a company limited by shares, members risk only any unpaid amount on their shares, not their personal wealth. Chapter 07 · Companies: Incorporation & Business Structures

Who manages a company — the shareholders or the directors?

The directors. Although the members own the company, the standard replaceable rule s 198A gives the board the power to manage the business and exercise all the company's powers except those reserved to the general meeting by the Act or the constitution. This separation of ownership and control means shareholders cannot generally overrule a management decision by ordinary resolution; to change course they must alter the constitution by special resolution or remove and replace directors. Chapter 08 · Corporate Governance & Company Management

What is the difference between an ordinary and a special resolution?

It is the majority required. An ordinary resolution passes on a simple majority — more than 50% of the votes cast — and is used for routine members' decisions. A special resolution requires at least 75% of the votes cast (the s 9 definition) and is reserved for fundamental matters, most importantly altering the company's constitution. Knowing which threshold applies is often decisive in a problem about whether the members can validly do something. Chapter 09 · Members' Powers, Dividends & Remedies

What does Directors' Duties Part 1 cover, and who owes the duties?

Part 1 (Topic 10) covers the first tranche of directors' duties: the duty of care and diligence (s 180), the business-judgment rule that can shelter a business decision (s 180(2)), and the duty to act in good faith in the best interests of the company and for a proper purpose (s 181). The duties are owed to the company itself, and they bind not only formally appointed directors but also de facto directors, shadow directors and other officers under s 9. General-law fiduciary and care duties run in parallel with these statutory duties. Chapter 10 · Directors' Duties — Part 1

What does Directors' Duties Part 2 add to Part 1?

Part 1 (Topic 10) deals with care and good faith — s 180 (care and diligence, plus the s 180(2) business-judgment rule) and s 181 (good faith and proper purpose). Part 2 (Topic 11) adds the conflict and insolvency duties: no improper use of position (s 182) or information (s 183), the criminal offences (s 184), the general-law no-conflict/no-profit rules and disclosure of a material personal interest (s 191), related-party transactions (Chapter 2E), and the duty to prevent insolvent trading (s 588G). It also covers the consequences of breach — civil penalties, compensation and disqualification (ASIC v Adler). Chapter 11 · Directors' Duties — Part 2

What is the difference between receivership and voluntary administration?

They serve different interests. Receivership is driven by a secured creditor: a receiver is appointed to take control of and realise the charged assets to repay the secured debt, and the receiver acts primarily for the appointing creditor (owing a s 420A duty to obtain market value on sale). Voluntary administration is a company-wide rescue process under Part 5.3A: an administrator takes control with the s 435A object of saving the company or its business, or otherwise getting creditors a better return than immediate winding up, with the creditors deciding the outcome at the watershed meeting. The two can run at the same time over the same company. Chapter 12 · External Administration: Receivership & Voluntary Administration

Is the BTF5955 final exam open or closed book?

It is OPEN BOOK — but hard-copy materials only (no electronic materials). The prescribed textbook is recommended in hard copy specifically for this reason. The exam asks IRAC problem questions cited in AGLC4 across Topics 1–12 EXCEPT liquidation, which is expressly non-examinable. The duration, number of sections and mark allocation are not published in the available unit material, and the exam sits in the Monash Semester-2 examination period around November 2026 — confirm the exact date, duration and permitted materials on Moodle and the Monash exam timetable before the day. Chapter 13 · Exam Technique & Revision

How to study for the exam

Treat BTF5955 as a set of reusable IRAC techniques rather than a body of doctrine to memorise, and rehearse them weekly on the seminar problems and the non-graded practice quizzes rather than banking on a SWOTVAC cram. Build three habits.

First, for every topic learn the map from doctrine to authority: which landmark case (Donoghue v Stevenson, Carlill v Carbolic, Salomon v Salomon, Hadley v Baxendale) and which Corporations Act section (s 124, s 140, s 180, s 254T, s 588G, s 435A) anchors each rule, so you can find and apply it fast.

Second, write every problem answer in a visible IRAC skeleton — name the issue, state the rule with its source, apply it fact-by-fact arguing both sides, then conclude tentatively — because that structure is what the Take-Home and exam reward, and the marks live in the Application, not in reciting the rule.

Third, prepare for the open-book, hard-copy-only final by building a tabbed index of your cases and sections rather than trying to memorise them, and remember liquidation is expressly NOT examinable, so spend your revision on the examinable Topics 1–12. Keep your AGLC4 footnoting clean from the first draft, confirm the exam date and permitted materials on Moodle, and remember there is no hurdle — the grade comes from consistent, well-structured application.

When a step won't click, ask Sia to explain that single step a different way and to set you a fresh practice problem in the same style; it teaches the method and checks your reasoning, and it never substitutes for your own graded work.

Your AI Law tutor for BTF5955

Stuck on a hard BTF5955 question? Sia is AskSia’s AI Law tutor — ask any BTF5955 Business and Company Law question and get a clear, step-by-step explanation grounded in how the course is actually taught and assessed. Read this whole study guide free, then take your hardest questions to Sia.