RMIT University · S2 2026 · FACULTY OF LAW

LAW2480 Business and Corporations Law

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The Complete Exam Bible · S2 2026

LAW2480 Overview

Business and Corporations Law
— A practical LAW2480 guide to legal method, contracts, business structures, directors' duties, members' remedies and insolvency, with original exam practice.
  • Semester 2 2026
  • RMIT University
  • Three assessment components
  • Invigilated final exam

LAW2480 Business and Corporations Law gives RMIT University students a working map of Australian private law and the company law rules that shape business decisions. The course begins with legal institutions, precedent and statutory interpretation because every later problem depends on identifying the source and force of a rule.

  • Method Apply authority to facts
  • Structure Separate every legal issue
  • Judgment Qualify missing facts
  • Revision Retrieve notes by issue
Why read this guide

What you get in the full LAW2480 Exam Bible

  1. 11 chapters, 47 pages — every examinable topic, week by week
  2. 28 original practice questions, each with a model answer in the Assessment 3 format
  3. 11 worked examples, solved the way LAW2480 marks
  4. 11 computed figures, redrawn from the course’s own numbers
  5. Exam-morning plan for the Assessment 3 (50%) — what to revise last, where marks are lost

Free on this page: assessment table, chapter map, one worked example, key terms, FAQ. The rest is in the full exam bible.

LAW2480 · RMIT University
An independent, AskSia-authored study guide. AskSia is not affiliated with, endorsed by, or sponsored by RMIT University; the course code and name are used for identification only.
Assessment

How LAW2480 is assessed

ComponentWeightFormat
Assessment 1: In Class Knowledge Check Test10%Five questions in each of Weeks 5 and 6. Fifteen minutes per sitting. Physical notes and the textbook are permitted; laptops and phones are not permitted.
Assessment 2: Research Assignment, Group40%Group legal research memorandum of 2400 words with the published tolerance, due in Week 8. The assessment page states no generative AI use.
Assessment 3: Invigilated In Person Exam50%All topics are examinable. Current revision material describes three compulsory questions in two and a half hours plus fifteen minutes reading time. Physical notes and textbooks are permitted; electronic devices are prohibited.

Attendance at the knowledge checks is mandatory to obtain the 10% across Week 5 and Week 6, allocated as 5% each; a missed sitting cannot earn its marks. Students are required to complete all three assessment tasks to pass. Other settings reflect the Semester 2 2026 course materials. Confirm room, date and administrative instructions in the live LMS and official examination timetable.

Assessment weight10%Group memorandum 40%Final exam 50%Knowledge check
Other students are asking · LAW2480

What other students are asking about LAW2480

Where can I find lecture notes or study guides for LAW2480 at rmit?
The LAW2480 study guide in AskSia Library covers Business and Corporations Law in 11 chapters, with the assessment table, a chapter-by-chapter topic map, key terms and a worked example, free to read on this page.
Is there a final exam in LAW2480, and how much is it worth?
Yes. In the offering this AskSia Library guide is built from, Assessment 3: Invigilated In Person Exam carries 50% of the LAW2480 mark; the full split is Assessment 1: In Class Knowledge Check Test 10%, Assessment 2: Research Assignment, Group 40%, Assessment 3: Invigilated In Person Exam 50%.
What does LAW2480 cover on negligence: duty, breach, causation and defences?
In AskSia Library's LAW2480 guide, the Negligence: Duty, Breach, Causation and Defences chapter explains duty of care, breach, causation, remoteness, damage and defences.
What does LAW2480 cover on contract formation: offer, acceptance and consideration?
In AskSia Library's LAW2480 guide, the Contract Formation: Offer, Acceptance and Consideration chapter explains agreement, communication, revocation, consideration and certainty.
What does LAW2480 cover on contract terms, intention and consumer guarantees?
In AskSia Library's LAW2480 guide, the Contract Terms, Intention and Consumer Guarantees chapter explains intention, express and implied terms, representations and statutory guarantees.
Weights, dates and every chapter are set out with their sources further down this page.
Current dates · verify in LMS

Current LAW2480 dates

DateItemControl
18 September 2026, 11:59 pmAssessment 2 dueSubmit the group research memorandum through the required LMS submission point.

The group memorandum page publishes this deadline. Confirm exact examination scheduling in the official timetable.

Contents · every chapter, one map

What LAW2480 covers

LAW2480 moves from the Australian legal system and negligence into contract formation, terms, consent, discharge and remedies. The second half turns to business structures, company registration, internal authority, membership, meetings, directors' duties, members' remedies, finance, reporting and corporate insolvency.

The chapters follow that teaching sequence while repeatedly returning to the same exam discipline: isolate each legal issue, state its controlling rule and authority, apply the decisive facts, address missing information, and reach a qualified conclusion.

01

Australian Legal System and Legal Method

legal sources, institutions, precedent, statutory interpretation and IRAC

This chapter builds the method used throughout LAW2480. It distinguishes legislation, common law and equity; locates rules within the federal and state court systems; and explains when a judicial proposition is binding or persuasive.

  • Sources of Australian law
  • Federal and state institutions
  • Court hierarchy and jurisdiction
  • Ratio, obiter and precedent
  • Statutory interpretation
  • IRAC and missing facts
In the full guide: 3 pages · 2 practice questions · 1 figure
02

Negligence: Duty, Breach, Causation and Defences

duty of care, breach, causation, remoteness, damage and defences

Negligence is analysed as a sequence, not as a general appeal to carelessness.

  • Duty and scope
  • Reasonable foreseeability
  • Breach and precautions
  • Factual causation
  • Scope and remoteness
  • Contributory negligence and defences
In the full guide: 4 pages · 2 practice questions · 1 figure
03

Contract Formation: Offer, Acceptance and Consideration

agreement, communication, revocation, consideration and certainty

Contract formation asks whether the parties reached an objectively ascertainable agreement supported by consideration and sufficient certainty.

  • Offer and invitation to treat
  • Revocation
  • Acceptance and communication
  • Counter-offer and inquiry
  • Consideration
  • Certainty and completeness
In the full guide: 4 pages · 2 practice questions · 1 figure
04

Contract Terms, Intention and Consumer Guarantees

intention, express and implied terms, representations and statutory guarantees

Once apparent agreement exists, the analysis asks whether the parties intended legal relations, which statements became terms, and what additional obligations arise by implication or statute.

  • Intention to create legal relations
  • Terms and representations
  • Incorporation by notice or signature
  • Implied terms
  • Consumer guarantees
  • Exclusion clauses and remedies
In the full guide: 3 pages · 2 practice questions · 1 figure
05

Vitiating Factors and Genuine Consent

misrepresentation, mistake, duress, undue influence and unconscionability

A formed contract may still be affected by a defect in consent or by conduct surrounding its creation. This chapter compares misrepresentation, mistake, duress, undue influence and unconscionable dealing.

  • Misrepresentation and inducement
  • Common and unilateral mistake
  • Duress
  • Undue influence
  • Unconscionable dealing
  • Rescission and bars
In the full guide: 3 pages · 2 practice questions · 1 figure
06

Discharge, Breach and Contract Remedies

performance, agreement, frustration, termination, damages and equitable relief

Contract obligations may end through performance, agreement, operation of law, frustration or a response to breach. The critical distinction is between the event affecting obligations and the remedy that follows.

  • Performance
  • Discharge by agreement
  • Frustration
  • Breach and classification
  • Termination and election
  • Damages and equitable remedies
In the full guide: 4 pages · 2 practice questions · 1 figure
07

Business Structures and Separate Legal Personality

sole traders, partnerships, trusts, companies, liability and legal personality

Choosing a business structure changes control, liability, continuity, capital raising and compliance. Sole traders, partnerships, trusts and companies allocate those features differently.

  • Sole trader
  • Partnership
  • Trust structure
  • Registered company
  • Separate legal personality
  • Limited liability and exceptions
In the full guide: 3 pages · 2 practice questions · 1 figure
08

Company Registration, Internal Rules and Authority

registration, constitutions, replaceable rules, capacity and contracting authority

This chapter follows a company from registration to internal governance and external contracting. Registration creates the corporate person and establishes its basic attributes.

  • Registration and corporate attributes
  • Constitution
  • Replaceable rules
  • Statutory contract
  • Corporate capacity
  • Actual and apparent authority
In the full guide: 3 pages · 2 practice questions · 1 figure
09

Membership, Meetings and Directors' Duties

shares, meetings, governance, care, good faith, purpose and conflict

Company governance allocates power among members, the board and officers through legislation and internal rules. Membership rights, meeting procedure and voting must be connected to the decision being challenged.

  • Membership and shares
  • Member meetings and voting
  • Board power
  • Care and diligence
  • Good faith and proper purpose
  • Misuse and conflicts
In the full guide: 4 pages · 2 practice questions · 1 figure
10

Members' Remedies, Finance and Reporting

oppression, derivative action, capital, fundraising, accounts and disclosure

Minority members and companies may need different procedural vehicles when governance breaks down.

  • Personal and corporate wrongs
  • Oppression
  • Statutory derivative action
  • Winding up relief
  • Share capital and fundraising
  • Financial records and reporting
In the full guide: 3 pages · 2 practice questions · 1 figure
11

Corporate Insolvency and External Administration

insolvency tests, receivership, restructuring, administration and liquidation

Corporate insolvency begins with a cash-flow inquiry into whether debts can be paid as they become due, assessed from the company's financial position as a whole.

  • Cash-flow insolvency
  • Indicators and presumptions
  • Receivership
  • Restructuring
  • Voluntary administration
  • Liquidation
In the full guide: 4 pages · 2 practice questions · 1 figure

It then develops negligence and the contract sequence: formation, terms, consumer guarantees, genuine consent, discharge, breach and remedies. The company law half compares business structures before examining separate legal personality, registration, internal governance, corporate contracting, membership, meetings, directors' duties, members' remedies, finance, reporting and external administration.

The Semester 2 2026 assessment is split across an in-class knowledge check worth ten per cent, a group research memorandum worth forty per cent, and an invigilated in-person examination worth fifty per cent. Attendance at the knowledge checks is mandatory to obtain the 10% across Week 5 and Week 6, divided as 5% in each week; a missed sitting cannot earn its allocated marks.

Students are required to complete all three assessment tasks to pass the course. The knowledge checks permit physical notes and the textbook, but not laptops or phones. The memorandum is a group task with a stated length of 2400 words, allowing the published tolerance, and the assessment page designates it as no generative AI use. The final exam covers all course topics.

Current revision material describes three compulsory questions in two and a half hours, after fifteen minutes of reading time: two hypothetical problems followed by four short answers. Physical notes and textbooks are permitted, while electronic devices are prohibited. Exam answers use identifiable cases and statutory provisions but do not require full AGLC footnotes. The reliable method throughout is compact legal reasoning.

Convert a narrative into separate issues, state the exact rule and authority for each, apply the material facts rather than retelling them, identify any missing fact that could change the outcome, and conclude at the right level of confidence. The original problems in this guide practise that method without reproducing publisher questions or assessed work.

Worked example · free

Test a director's opportunity against the duty framework

Q [8 marks]. This mark allocation is not an official university assessment scheme; it sets the depth for original practice. A director learns through board papers that the company is negotiating for a warehouse. Without disclosure, the director buys it personally and offers to lease it back to the company at a profit. Identify the principal duty issues and structure the advice.
Directors’ duties clinic.Directors’ duties clinic. The five branches separate recurring duties, while the lower boxes show that defence and consequence analysis comes after breach is tested.Director decisionCareGood faithPositionInformationDisclosureDefence or reliefCivil or criminal
Directors’ duties clinic. The five branches separate recurring duties, while the lower boxes show that defence and consequence analysis comes after breach is tested.
  • +2Identify the office and the source of each duty before reaching the merits. The facts engage good faith in the company's interests, proper purpose, misuse of position or information, and conflict rules.
  • +3Apply the opportunity facts separately. Access came through board papers, the acquisition diverted a transaction under active company consideration, and the proposed lease creates a personal profit linked to office.
  • +2Address disclosure, authorisation and process rather than treating them as automatic cures. Ask what was disclosed, to whom, before which decision, and whether the correct approval pathway was followed.
  • +1Reach a qualified conclusion and identify likely remedies or consequences without collapsing the distinct duties into one general allegation of unfairness.
The strongest analysis treats each duty as a separate issue. The director's use of confidential board material, capture of an opportunity being pursued by the company, and undisclosed personal profit support misuse and conflict arguments, while the acquisition and lease proposal also require good-faith and proper-purpose analysis. Any claimed approval must be tested against the correct disclosure and authorisation requirements.
Sia tip — Build a duty matrix before writing: duty, source, triggering fact, possible defence or approval, and consequence. That prevents one conflict fact from being recycled as if it proved every element.
Glossary

Key terms

Ratio decidendi
The legal proposition necessary to a court's decision and capable of binding a lower court within the relevant hierarchy.
Obiter dictum
A judicial observation not necessary to the outcome. It may persuade, but does not bind merely because it appears in a judgment.
Duty of care
The recognised legal obligation to take reasonable care to avoid foreseeable harm to a person within the scope of the duty.
Consideration
The bargained-for value supporting a simple contract, assessed for legal sufficiency rather than economic adequacy.
Express term
A contractual promise stated by the parties in words and incorporated into their agreement.
Misrepresentation
A false statement of existing or past fact that induces the other party to enter the contract.
Frustration
A supervening event, without relevant fault, that makes contractual performance radically different from the obligation undertaken.
Separate legal personality
The principle that a registered company has a legal identity distinct from its members, directors and controllers.
Replaceable rules
Default internal governance rules in the Corporations Act that apply unless displaced or modified by a company's constitution.
Actual authority
Authority expressly or impliedly conferred on an agent by the principal through their internal relationship.
Apparent authority
Authority the principal represents an agent as having, on which an outsider reasonably relies.
Proper purpose
The requirement that a director exercise a power for the purpose for which that power was conferred.
Oppression remedy
Relief available where company affairs or an act is oppressive, unfairly prejudicial or unfairly discriminatory to a member.
Derivative action
A court-authorised proceeding brought on behalf of the company where the company itself will not pursue the claim.
Insolvency
The company's inability to meet debts by their payment deadlines, assessed from its financial circumstances as a whole.
FAQ

LAW2480 FAQ

What makes the course workload demanding?

The source supports a workload answer rather than a rating. Half of the course mark sits in an invigilated examination covering every topic, and current revision material gives two hypothetical problems plus four short answers. Success therefore requires both broad rule retrieval and sustained factual application; the course material does not publish pass rates or difficulty scores.

What contributes to the final grade?

The Semester 2 2026 structure totals one hundred per cent: an in-class knowledge check worth ten per cent, a group research memorandum worth forty per cent, and an invigilated in-person examination worth fifty per cent. The knowledge check is split across Week 5 and Week 6, while the memorandum is due in Week 8.

What does the final examination require?

Current Week 12 revision material describes three compulsory questions in two and a half hours, plus fifteen minutes reading time. The first two questions are hypothetical problems worth twenty and fourteen marks. The third consists of four short answers worth four marks each. All course topics are examinable.

What materials can I take into the exam?

The assessment page permits physical notes and textbooks and prohibits electronic devices. Answers should refer to identifiable cases and legislation, but full AGLC footnotes are not required in the exam. Confirm operational instructions, room rules and the final timetable through the official RMIT examination information for your sitting.

How should I structure a legal problem answer?

Use a disciplined issue, rule, application and conclusion sequence for each distinct issue. State the controlling authority with the rule, then spend most of the paragraph connecting the facts to each element. If a decisive fact is absent, name it, explain why it matters and state the conditional outcomes instead of silently assuming it.

Can generative AI be used for the group memorandum?

The Assessment 2 page designates the research assignment as no generative AI use. Treat that instruction as controlling for the task and check the live LMS for any updated academic-integrity direction. This guide provides original study explanations and practice problems; it should not be used to produce or rewrite assessed memorandum content.

What attendance condition applies to the knowledge checks?

Attendance at the knowledge checks is mandatory to obtain the 10% across Week 5 and Week 6, allocated as 5% in each week. Missing a sitting means its marks cannot be obtained. The course page also requires completion of all three assessment tasks to pass, so check the live LMS for any operational instructions.

Are the practice questions official past-exam questions?

No. The problems and practice allocations in this guide are original. The course materials identify tutorial questions based on past papers, but older allocations do not fully match the current format. This guide uses the current revision lecture for the exam structure while preserving publisher and assessment restrictions by writing new scenarios.

Chapter questions

Questions students ask in each LAW2480 chapter

When is a case binding?
A case is binding when the relevant legal proposition forms part of the ratio of a higher court within the applicable hierarchy. Similar facts alone do not make authority binding, and different facts do not remove its force if the same proposition governs. Chapter 01 · Australian Legal System and Legal Method
Does foreseeable harm automatically establish a duty?
No. Foreseeability is important, but the legal inquiry also asks whether a duty is recognised and what its scope should be in the relationship. Novel duties require careful attention to the applicable approach and competing policy considerations. Chapter 02 · Negligence: Duty, Breach, Causation and Defences
Can silence amount to acceptance?
An offeror cannot generally impose acceptance by silence. The question is whether the offeree objectively communicated assent through words or conduct, taking account of the dealings and the prescribed method without inventing agreement from inactivity alone. Chapter 03 · Contract Formation: Offer, Acceptance and Consideration
Does signing a document make every clause effective?
Signature is powerful evidence of incorporation, but the analysis can still require attention to the nature of the document, any vitiating conduct, statutory controls and the proper construction of the clause. Avoid a one-line signature conclusion. Chapter 04 · Contract Terms, Intention and Consumer Guarantees
Is a bad bargain automatically unconscionable?
No. Serious undervalue may be evidence, but the doctrine asks whether one party suffered a special disadvantage, the stronger party knew or ought to have known of it, and the stronger party exploited that condition. Chapter 05 · Vitiating Factors and Genuine Consent
Does every breach permit termination?
No. The right depends on the contract, the classification and importance of the term, the consequences of breach, or repudiatory conduct. A breach may support damages without entitling the innocent party to terminate. Chapter 06 · Discharge, Breach and Contract Remedies
Is a company the same as its shareholders?
No. Registration creates a legal person distinct from members and directors. The company owns its assets, incurs its debts and holds its causes of action, even where one person controls all shares. Chapter 07 · Business Structures and Separate Legal Personality
Are replaceable rules part of every constitution?
Treat the constitution and statutory replaceable rules as distinct sources that may interact. Determine which rules apply to the company and whether a constitution replaces or modifies a default rule rather than assuming they are one document. Chapter 08 · Company Registration, Internal Rules and Authority
Do directors owe every duty directly to shareholders?
The starting point is the company and the statutory or general-law source of the particular duty. Avoid replacing the company with its members. Specific circumstances may create other obligations, but they require their own legal basis. Chapter 09 · Membership, Meetings and Directors' Duties
Is every unfair decision oppressive?
No. The statutory standard requires the conduct of affairs or relevant act to be oppressive, unfairly prejudicial or unfairly discriminatory in context. Identify expectations, impact and the company's circumstances rather than relying on the adjective unfair. Chapter 10 · Members' Remedies, Finance and Reporting
Is insolvency the same as negative net assets?
No. The central test asks whether debts can be paid as they become due, considering the financial circumstances as a whole. Asset value matters, but illiquid or unavailable assets do not automatically answer a cash-flow problem. Chapter 11 · Corporate Insolvency and External Administration
Study strategy

How to study for the exam

Build one retrieval system across the semester instead of separate piles of weekly notes. For each doctrine, keep a compact entry with the issue trigger, elements, controlling statute or short case reference, decisive facts, common counterargument and remedy. After each class, turn that entry into a two-minute issue checklist and test it on a fresh scenario.

Before the Week 5 and Week 6 knowledge checks, prioritise fast recognition: cover the notes, identify the issue from a short fact pattern, then verify the exact rule. For the group memorandum, follow the published no-generative-AI condition and use the rubric as a planning document: allocate research responsibility, agree the legal questions, reconcile authorities, edit for one voice and preserve time for source checking.

Exam preparation should mirror the current paper. Practise one longer hypothetical at a twenty-mark pace, one shorter hypothetical at a fourteen-mark pace, then four compact explanations. Allocate time by marks, begin each response with a quick issue list, and leave a final review window to check whether every issue has an authority and every rule has factual application.

Because physical notes are permitted, optimise them for retrieval rather than completeness. Use tabs, a contents page, short rule statements and cross-references between contract and corporations topics. A large unsorted bundle is slower than a smaller indexed set. In every practice answer, mark the factual hinge and write both outcomes when information is missing.

That habit directly answers the examination instruction to explain how absent facts could affect the conclusion. Finish by rehearsing without electronic aids so the permitted paper materials are genuinely sufficient on the day.

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