commercial law

Q1 – Statue- criminal. Employee within the scope of employment.

Q2- Explaning rules of attributions
Primary – constitution
General – negligence action(IMPORTANT) , negligent Misstatement, Vicarious Liability (IMPORTANT)

Contract – Agency
Special – Statutes


1. In an article on the case of Chirnside v Fay entitled “Fiduciary duties and joint venturers” the author of the article, Bram van Melle, said:

“Chirnside throws New Zealand commercial law into confusion.”

Explain what is meant by “fiduciary duties” and “joint venture”. Do you agree that the case of Chirnside v Fay does throw New Zealand commercial law into confusion? Why or why not?

2. David, Maddie and Herbert are studying IT subjects together at University in Auckland and over coffee one day talk about the opportunities available for profitable ventures. Herbert is interested in building new hardware, Maddie starts work on developing new software and David considers marketing opportunities. David and Maddie make good progress although they rarely see Herbert.

David finally introduces Maddie to a potential buyer he has found in Wellington. The buyer is delighted with Maddie’s software and signs a contract with her to buy and install her software. Maddie however has lost faith in David and Herbert and decides to carry on with the contract and keep the money for herself.

David is furious when he finds out as he has spent considerable time and money in locating marketing opportunities including travelling all over Auckland, Wellington and Christchurch talking to IT businesses. David thinks he should share in the profit. Herbert thinks that if David gets a share then he should too. Unfortunately, the three of them never came to any firm agreement about what the nature of their activity was. No contract was entered into although David and Maddie discussed doing that in the future.

Why would the courts be likely to find this is a joint venture? Would David and/or Herbert have any remedies against Maddie?

Suggested readings include:

Webster Malcolm and Fitzpatrick “Fiduciary Obligations” – posted on blackboard

Bram van Melle “Fiduciary duties and joint venturers” [2007] NZLJ 32 – posted on blackboard.

Susan Watson (ed) The Law of Business Organisations (5th ed, Palatine Press, Auckland, 2009)


Chirnside v Fay [2007] 1 NZLR 433


Do not use APA referencing. You must use law style referencing for citation of sources (footnotes). See the note on referencing posted in the assignments folder.

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