Christensen and Australian Securities and Investments Commission

DECISION AND REASONS FOR DECISION [2000] AATA 531

ADMINISTRATIVE APPEALS TRIBUNAL )

) No Q1999/904

GENERAL ADMINISTRATIVE DIVISION          )
           Re      VERN RICHARD CHRISTENSEN
  Applicant
           And    AUSTRALIAN SECURITIES & INVESTMENTS COMMISSION
  Respondent

DECISION

Tribunal Mr K L Beddoe (Senior Member), Mr I R Way (Member)

Date30 June 2000
PlaceBrisbane

Decision The decision under review is affirmed.

Decision No. 531/2000 (Sgd) K L Beddoe
Senior Member
CATCHWORDS
CORPORATIONS LAW : Banning order – Duty to perform "efficiently, honestly and fairly" – Prescribed interests – Right to participate

Corporations Law – s92, s829(f), s829(g), s830, s849, s851

Nisic v CAC; A'Hearn v CAC (1990) 8 ACLC 514
Butterworth & Anor v Lezemo Pty Ltd & Anor (1983) 1 ACLC 1306
Story v NCSC (1988) 13 NSWLR 661
ASC v Kippe (1996) 67 FCR 499; (1996) 137 ALR 423
Waldron v M.G. Securities [1975] VR 508
Australian Softwood Forests Pty Ltd v Attorney-General (NSW); Ex Rel. Corporate Affairs Commission (1980-1981) 148 CLR 121

30 June 2000 REASONS FOR DECISION

Mr K L Beddoe (Senior Member), Mr I R Way (Member)

The applicant seeks review of a decision made by a delegate of the Australian Securities & Investments Commission ("the Commission") dated 12 July 1999 banning the applicant pursuant to sections 829(g) and 830 of the Corporations Law ("the Law") for a period of 5 years from doing any act as a representative of a securities dealer or of an investment adviser (T3).
At the hearing Mr Bland of counsel appeared for the applicant and Ms Holmes SC of counsel appeared for the respondent. The documents lodged pursuant to section 37 of the Administrative Appeals Tribunal Act 1975 were before the Tribunal as the T documents and further documents were tendered and marked as exhibits. The Tribunal heard oral evidence from the applicant and four other witnesses (three of whom were called for the respondent).
The question for determination by the Tribunal is whether it is appropriate to impose a banning order on the applicant taking into account all of the evidence that was placed before the Tribunal and in compliance with the provisions of the Law.
Part 7.3 of the Law establishes the statutory requirements for participants in the securities industry. Section 829 of the Law sets out the matters required to be proven before a banning order is made. In so far as is relevant section 829 provides that the Commission may, subject to section 37, make a banning order against a natural person (other than a licensee) if:
…
(f)the Commission has reason to believe that he or she has not performed efficiently, honestly and fairly the duties of:
(i)        a representative of a dealer; or
(ii)       a representative of an investment adviser; or
(g)the Commission has reason to believe that he or she will not perform efficiently, honestly and fairly the duties of:
(i)        a representative of a dealer; or
(ii)       a representative of an investment adviser.

Section 830 provides:
(1)Where this Division empowers the Commission to make a banning order against a person, the Commission may, by written order, prohibit the person:
(a)       in any case – permanently; or
(b)except where the Commission is empowered by virtue of paragraph 828(c) or 829(e) to make the order – for a specified period;
from doing an act as:
          (c)       a representative of a dealer;
          (d)       a representative of an investment adviser; or
          (e)       a representative of a dealer or of an investment adviser;
          whichever the order specifies.

It was not in dispute that for the purposes of section 829 of the Law, the applicant was "a representative of a dealer" and "a representative of an investment adviser" within the relevant definitions (section 9) of the Law.
We make the following findings of fact as set out in paragraphs 7 to 16. The applicant began employment in the financial services industry as an AMP insurance agent in 1985 and was also a licensed dealer's representative for AMP Advisory Services Pty Ltd ("AMPAS"), becoming a proper authority holder ("PAH") with AMP, due to amendments made to the Securities Industry Code. On 4 August 1994 he was re-issued with this proper authority (T8/172). As part of AMP's dealers' licence advice on prescribed interests was expressly prohibited unless they were 'units in trusts pursuant to an approved deed within the meaning of Division 5, Part 7.12 of the Corporations Law' (T8/173). The applicant's proper authority was terminated in September 1998.
In 1995 the applicant was granted a life agency with Prudential Corporation and commenced his Diploma of Financial Planning in 1996. In the applicant's oral evidence it was stated that this Diploma has been completed, however, no Certified Financial Planning status is accorded.
In February 1997 the applicant commenced marketing a mortgage minimisation package (Equityline) through Vern Christensen & Associates Pty Ltd (Exhibit 2). This product, supplied as a package to the client for approximately $5,000 would allow the client to reduce the daily balance of their mortgage while simultaneously allowing the existing equity in their homes to be released through the re-financing of their mortgage. The released funds would be used for some other investment purpose, the benefits of which would be ploughed back into the mortgage. The applicant marketed this product to his existing clients and used telemarketers to contact potential clients in order for the applicant to expand his client base.
During the period 1996-97 the applicant became involved in investing and lending in the Wattle Group ("Wattle") on the basis of a recommendation received from his brother-in-law, who was an investor in Wattle. Dealings were through an organisation described as AMC, where the applicant was a client (T8/177). The applicant made the following loans to Wattle:
October 1996  $20,000; interest compounded
February 1998  $21,000
March 1998  $20,000 (step-daughter's money).

The applicant approached Anscor Pty Ltd ("Anscor") around July or August 1997 about becoming one of their agents in order to offer Wattle to his clients (T3/10). Subsequently the applicant became an agent with Anscor, an administrator of Wattle. He saw Anscor as the management company for Wattle (T3/11). Anscor in fact was one of eight administrators appointed by Geoffrey Robert Dexter ("Dexter") who ran Wattle. Anscor would pool funds received and on-lend these to Wattle receiving a commission of up to 50% of the loan advance it ultimately sourced (T3/9). The applicant failed to obtain this information in his inquiries having 'never thought to ask.' He thought Anscor would receive some fee for this service but was not concerned as to how much this would be.
Anscor operated a secondary network of agents, one of which was the applicant, to source potential lenders agreeing to pay these agents a commission for the introduction of lenders to Wattle. In the applicant's case the commission payable was 1% per month (i.e. 12% per annum) of the loans sourced (T3/11). No agency agreement was ever signed by the applicant and on his own evidence he was not suspicious when he did not receive such documentation.
The applicant introduced at least 17 clients to investments in Wattle during 1997 and 1998. These investments totalled approximately $460,000. The applicant maintains that he did not promote Wattle pursuant to his proper authority. However, when the applicant went to see clients who were seeking advice about mortgage minimisation he would mention Wattle to his clients. The applicant also maintains that risk profiles were prepared for each client as part of the mortgage minimisation process although the evidence contradicts this. Exhibit 3 shows that data collection forms and fact finders were carried out in some instances (Brandis, Dyer, Moss and Mackee) and not in others (Johnston, Kemp, Krohn, Marshall, O'Neill, Shirvington and Wooster). As well in the instances where these forms were completed they were not shown to the clients to verify their true and correct nature and were not signed by the clients (except for Moss who signed an AMP Financial Planning form). Securities recommendations were intermingled with mortgage refinance services and one invoice would be rendered for both services.
When discussing Wattle as a possible investment alternative with his clients, the applicant represented to them that Wattle was a high risk venture, that funds were used for short term bridging finance and that it had been successful in meeting its obligations to investors (T8/261 and 272). He also told them that Wattle was associated with Anscor which was operated by Mrs Corbett (T8/248). He told his clients that he received a commission from Anscor but did not reveal what the commission was unless asked or that Anscor themselves received a commission (because he did not know). What is more significant is that the applicant told his clients of his success investing in Wattle, showing them statements of how much he had made (Exhibit 3, Kemp, Appendix 9). The applicant also suggested to his clients that they undertake their own research as he did not have documentation to give them on the product. He gave evidence that he would tell his clients to take the "sleep test" which meant that if the client could not sleep at night out of concern that the investment might fail, then they should not make the investment.
The applicant relied on the information given to him by Mrs Corbett and Mr Parker of Anscor, believing that Wattle was not a prescribed interest. His belief stemmed from the fact that there was no prospectus available as required by section 1018 of the Law or of an approved deed within the meaning of Division 5 of Part 7.12 of the Law (and a pre-requisite under AMP's dealers' licence). He failed to make adequate inquiries about the product offered by Wattle. As a result, and as a consequence of Dexter's bankruptcy, the applicant's clients' investments have suffered significant capital losses.
In his decision dated 12 July 1999 (T3/7) the delegate of the Commission found that in making the banning order, section 829(g) applied to the applicant and that the applicant failed in his duty of care as a professional adviser. As the hearing before the Tribunal is heard on a de novo basis the Tribunal must consider whether a banning order is applicable under both sections 829(f) and (g). It is also possible in this instance that the applicant breached section 829(d), that is, contravention of a securities law. This was not considered at the hearing before the Tribunal and we have not taken the paragraph into account.
Contentions
The Applicant's Submissions
The applicant submits that in relation to section 829(f) relating to past conduct the Tribunal can only make a banning order if it has reason to believe that the applicant did not perform his duties as a representative of a dealer or investment adviser efficiently, honestly and fairly. In that regard counsel for the applicant submitted that the applicant did not act outside the scope of his proper authority as he disassociated himself from AMPAS when discussing Wattle and as such there is no basis on which the Tribunal could make a banning order under section 829(f).
Further submissions were made in regard to section 829(g) which specifically refers to future conduct. Firstly submissions were made as to whether Wattle and the loans made to Dexter could be classified as securities within the Law (s92). It was submitted that Wattle was not a security and therefore no prospectus or trust deed was required leaving investors without any right to participate in the activities of the Wattle scheme. On this basis, the applicant distinguished Nisic v CAC; A'Hearn v CAC (1990) 8 ACLC 514 stating that there was no functional similarity between Wattle and investments properly described as securities, due to the absence of readily available material concerning the product in contrast to what is required for a "proper" security.
Further, it was contended the mere fact that interest payments made to lenders might have come from "profits" made by Dexter did not mean that the lenders had a right to participate in those profits (Butterworth & Anor v Lezemo Pty Ltd & Anor (1983) 1 ACLC 1306 at 1318), nor could it be said that there was a direct relationship between the lenders and the borrowers engaging in a common enterprise.
Secondly, counsel for the applicant submitted that the Tribunal cannot impose a banning order upon the applicant unless the Tribunal finds that protection of the public is necessary (Story v NCSC (1988) 13 NSWLR 661; ASC v Kippe (1996) 67 FCR 499 at 508). The basis on which counsel relies is that the applicant was deceived by what is known as a "Ponzi" scheme due to the fact that the applicant failed to conduct sufficient investigations into Wattle. Further because the applicant did not know how such a scheme operated it was neither unreasonable nor irresponsible of him to conclude that the reports he had received of Wattle's trading history were sufficient proof of its viability and that further investigations were unnecessary. The applicant perceived Wattle as a high risk investment but felt that this was acceptable given the scheme's proven record. It was said that the applicant had learned his lesson and presented with a similar scheme in the future he would react with acute scepticism and caution.
Finally it was submitted that the applicant's standard practice was to disclose his entitlement to commission but not the rate of commission unless the client asked. In this regard disclosure of commissions payable by Wattle to Anscor and how the funds were used did not concern the applicant because he had no knowledge of arrangements between the parties. His belief was that the money invested in Wattle would be utilised in the short-term bridging finance market.
The Respondent's Submissions
Counsel for the respondent made submissions concerning both sections 829(f) and (g). It was submitted the applicant acted outside the scope of his authority as a PAH (T8/173) by dealing with a prescribed interest (s9) that did not comply with Division 5 of Part 7.12 of the Law. Further, it was submitted that Wattle was a participation interest and therefore a prescribed interest (Waldron v M.G. Securities [1975] VR 508 at 529) which was outside the scope of the specified investments allowed in relation to the applicant's PAH.
In contrast to the applicant's submission regarding the fact that participation interests must have a common enterprise (Butterworth's case), the respondent contended the more appropriate approach to take was that as expressed in Australian Softwood Forests Pty Ltd v Attorney-General (NSW); Ex Rel. Corporate Affairs Commission (1980-1981) 148 CLR 121 at 129 where Mason J said:
"It is not material that the person who offers the "interests" to the public does not himself carry on the undertaking or scheme. Nor does it matter that by subscribing for an interest a member of the public will constitute himself as one who is engaged in carrying on the enterprise.
…There is nothing in the notion of an undertaking or scheme that requires or implies that there is joint participation in everything comprised in the plan or that there must be a share or pooling of profits or receipts."

The respondent contended that the applicant's submissions on this point were wrong. Butterworth's case concerned a promoter whose activities were not relevant to the production of profits – it was the investors who produced the profits. In contrast to the present situation it was Dexter's efforts to produce profits which were critical to the investor being paid the applicable interest.

Further, evidence given by Mr Xenidis for the respondent confirmed that there was an intermingling of functions as in Nisic v CAC; A'Hearn v CAC (1990) 1 ACLC 514. It was submitted that this showed the applicant acted outside the scope of his proper authority.
In relation to the standard of conduct that the public can reasonably expect from an investment adviser, the respondent made numerous submissions. It was submitted that the applicant was irresponsible and reckless in that he proceeded with a scheme that had no respectability, no written agency agreement and no available information; committing clients who could not afford to lose their funds. It was inferred by counsel for the respondent that the applicant's commission overcame caution.
Counsel for the respondent also contended that the applicant failed to adequately research the Wattle product thereby not fulfilling his obligations pursuant to section 851 of the Law. This is known more commonly as the "know your client, know your product" rule. It was contended that the applicant failed to have a reasonable basis for making recommendations to clients who may be reasonably expected to rely on these recommendations. The applicant had failed to research the background of those involved in Wattle, relying instead on the information that was given and representing this information as fact to clients. Therefore it was submitted that the applicant had no basis to recommend the investment on the information that was available.
It was further submitted that pursuant to section 849 of the Law the applicant influenced his clients in recommending Wattle by disclosing the fact that he had investments in the scheme but did not disclose the extent of the commissions he received. The respondent contended that the applicant had not "learned" from his experience and still believed that Wattle should not have been closed down by the Commission (T8/176).
Consideration
The purpose of a banning order made pursuant to section 829 is not made to punish or penalise a person but is protective in its purpose. In Australian Securities Commission v Kippe & Anor (1996) 137 ALR 423 at 431 a Full Court of the Federal Court stated:
"The immediate and direct legal effect intended by a banning order is not to impose a penalty or punishment on the person concerned, but to be preventive in that it removes a perceived threat to the public interest and to public confidence in the securities and futures industry by removing that person from participation therein."

In determining what matters should be taken into account when deciding whether to revoke the applicant's licence regard is given to the dicta of Young J in Story v National Co & Securities Commission (1988) 13 NSWLR 661 at 685:

On the matter as to whether revocation should follow an opinion of inefficiency, various matters have to be weighed. One of these is the public interest that people should be permitted to follow a trade or profession which they are qualified to follow. Another is that the public expect those who fall short of minimum standards to be removed from the profession, at least until such time as the regulatory body can be assured that they are able to perform their functions efficiently. A third consideration is that the step of revocation is purely for the public benefit and is not punitive."

As a question of fact the Tribunal has to decide in order to satisfy section 829(f) of the Law that the applicant did not perform efficiently, honestly and fairly the duties of a representative of a dealer or of an investment adviser. The words "efficiently, honestly and fairly" were considered by Young J in Story (supra) at 672 where his Honour said:
"Considerations of this nature incline my mind to think that the group of words "efficiently, honestly and fairly" must be read as a compendious indication meaning a person who goes about their duties efficiently having regard to the dictates of honesty and fairness, honestly having regard to the dictates of efficiency and fairness, and fairly having regard to the dictates of efficiency and honesty…
…in the long run it does not seem to me to much matter whether one reads the words cumulatively or disjunctively, because unless a licence holder possesses the three attributes whether as one package or as three separate parcels, the Commission can revoke his licence.
So far as "efficient" is concerned, someone is an efficient person or performs his duties efficiently if he is adequate in performance, produces the desired effect, is capable, competent and adequate…
I do not think I need dwell on the meaning of the word "honestly" except to remark that it is significant that it is used in conjunction with the word "fairly". Those words tend to give the flavour of a person who not only is not dishonest, but also a person who is ethically sound…"

The scope of the applicant's proper authority with AMP required him to disassociate himself from AMPAS when discussing Wattle. Evidence before the Tribunal indicates that the applicant did in fact indicate to his clients that Wattle was not an AMP product and that the high rate of return was commensurate with the level of risk involved (Dyer, Walker). We are satisfied that the evidence of these two witnesses, as well as the applicant himself is to be preferred to that of the other witness, Mrs Brandis who told the Tribunal that she did not understand what a rate of 50% per annum meant but could detail the intricacies of the mortgage minimisation scheme.
However, as part of the duties required under section 829(f) of the Law the applicant was under an obligation to make certain inquiries prior to advising his clients in relation to the Wattle scheme. The applicant by his own admission failed to recognise that Wattle was a prescribed interest and as such was outside the scope of his authority as a PAH (T8/173).
The issue arose at the hearing as to whether Wattle was a participation interest and therefore a prescribed interest which is a security as defined in section 92 of the Law. The applicant relied on the fact that as there was no prospectus or trust deed required for Wattle, the scheme therefore did not have the attributes of a security regime and was not a participation interest. Therefore the investors had no right to participate in any "profits" from the scheme. However, on this point the respondent's view is to be preferred. In Waldron v M.G. Securities [1975] VR 508, Pape J at 529-530 in discussing a situation not dissimilar to the present said:
"That business undertaking or scheme is one in which the company lends its own moneys on mortgage and acquires "a stock of mortgages" and then solicits money from the public which is pooled and channelled into those mortgages so as to recoup its own outlay and secure a return to itself by the receipt of interest on those portions of the loan not allocated to investors and by the collection from the borrower of service fees and other charges and also a return to the investor of interest, which may be paid by the mortgagors and be equivalent to or less than the interest so paid or may be paid by the company itself. It is thus a business undertaking requiring for its success participation by both the company and the investor. In my view the investors have a right to participate in the profits or assets of this business undertaking. The word "profits" in this definition does not in my view mean the difference between the receipts of a company and its expenditure. One of the definitions of "profit" given in the Oxford English Dictionary is "That which is derived from or produced by some source of revenue." Webster defines it as "The income of invested property – it includes any benefit or advantage accruing from the management use or sale of property or from the conduct of business", and Dr Johnson defines it as "Gain – pecuniary advantage". It is in this sense that the word should be construed in this definition. I think that by entering into a contract with M.G. Securities (A/asia) Ltd the investor acquired a right to participate in the gains engendered by this business operation – he acquired a right to be paid the agreed rate of interest by the company at least during the period when his money was not channelled into a mortgage, and the ability of the company to make these payments of interest depended upon the success of its business undertaking."

Here, the situation was one where the lenders had a right to (and expected to) participate in the "profits" of Wattle. This was inherent within the agreement. Wattle was wholly dependant on obtaining funds from lenders through the use of a promoter (in this instance, the applicant) in order to repay existing lenders. In this respect Dexter's efforts to produce "profits" were critical to investors receiving interest. This is in contrast to the situation between a promoter and franchisee in Butterworth & Anor v Lezemo Pty Ltd & Anor (1983) 1 ACLC 1306 where Nicholson J at 1318 said:
"Here, I do not regard the efforts of the promoter as being likely to have produced any more than a speculative possibility as distinct from an expectation of profit. Any expectation of profit in this case was dependent upon the successful conduct of the business by the defendants. The business may have been highly successful without the defendants, or either of them performing any of their continuing obligations under the agreement, or it may not have been successful. But the efforts of the defendants could be, at best, supportive, and were not, of themselves, calculated to lead to any expectation of profit."

Further, in regard to whether there was a common enterprise between the lenders and Dexter we concur with what Mason J said in Australian Softwood Forests Pty Ltd v Attorney-General (NSW); Ex Rel. Corporate Affairs Commission (1980-1981) 148 CLR 121. His Honour at 133 said:
"An enterprise may be described as common if it consists of two or more closely connected operations on the footing that one part is to be carried out by A and the other by B, each deriving a separate profit from what he does, even though there is no pooling or sharing of receipts of profits. It will be enough that the two operations constituting the enterprise contribute to the overall purpose that unites them. There is then an enterprise common to both participants and, accordingly, a common enterprise."

We are satisfied that Wattle was a participation interest and therefore a prescribed interest pursuant to section 92 of the Law and so find. We are also satisfied that an intermingling of functions did occur i.e. the selling of Wattle was intertwined with other services provided by the applicant which affected his behaviour in his capacity as a financial planner (Nisic's case).

The Tribunal is satisfied that the applicant failed to perform "efficiently, honestly and fairly" his duties as a representative within the meaning of section 829(f) and so find.
The question for the Tribunal now turns to whether the applicant will perform his duties "efficiently, honestly and fairly" in the future pursuant to section 829(g) having failed to do so in the past. In considering the evidence before the Tribunal it is apparent from the applicant's evidence and in cross-examination that the applicant completely and totally trusted those who were promoting Wattle. Prudent enquiries (which was the applicant's legal duty) would have established that two of the three participants, namely Dexter and Mrs Corbett were undischarged bankrupts. Under cross-examination the applicant explained his failure to make such enquiries stemmed from the fact that he did not know that he could carry out a publicly available bankruptcy search or could check a Register of Business Names which may have, at the very least put him on notice to conduct further enquiries. Instead the applicant continued to actively promote Wattle without any comprehensive knowledge of exactly what he was dealing with. By his own admission the applicant said he did not know how the scheme operated and assumed that no further investigations were warranted as the scheme did what it promoted.
In his evidence, the applicant said that he relied on his clients to do their own research, therefore, this indicated to him that they did not rely on him to make the ultimate decision on whether to invest in Wattle. This is irrelevant when considering what is necessary to carry out the duties of a representative "efficiently, honestly and fairly." Even if the applicant's clients had undertaken some research, this is outweighed by the fact that the applicant told them about his successful investment with Wattle. On the balance of probabilities it is more than likely that the applicant's clients relied heavily on him because of his capacity as their financial adviser and also because of the applicant's own "success" story.
In assessing the applicant's future conduct, a concern of the Tribunal is the applicant's lack of understanding of and compliance with the Law as it relates to performing appropriately his duties as a representative. In his evidence the applicant stated that he had been deceived and was a victim as the scheme had an "air of legitimacy" about it. Questionably the applicant failed to consult his AMP Compliance Manual in order to determine whether he had the proper authority to become involved in Wattle and if he did, what steps were needed to fulfil his legal obligations and duties. The fact that the applicant submitted that because he did not recognise Wattle as a prescribed interest but would recognise such a scheme now is not sufficient. If anything this lends more to the belief that he was reckless in the past by taking clients money without having the requisite knowledge of what he was investing in.
A further issue which is of concern to the Tribunal is the commercial naivety of the applicant. The applicant honestly believed (and we accept this) that the unusually high returns of 50% per annum were without question. Combined with this was the issue of the applicant's commission. In the applicant's evidence it was revealed that his recommendations to clients in regard to Wattle earned the applicant approximately $123,000 in commission over a seven months period which made Wattle a more lucrative product to recommend to clients than his life insurance products. His failure to disclose exactly how much his commissions were while simultaneously enthusiastically providing information about his own investments are indicative of how derelict the applicant was in performing his duties.
In assessing the risk posed to the public were the applicant permitted to continue to act as a representative we believe that the applicant was not on a deliberate course of dishonesty or deception. However the Tribunal is not convinced that the applicant still fully understands the seriousness of some of the conduct alleged against him. This is indicated in a letter written by the applicant to the Commission dated 15 October 1988 (T8/176). In this letter the applicant makes the somewhat astounding statement that he was being "prosecuted over an episode which they [the Commission] ultimately caused to occur" (T8/179). Why we say this is astounding is because the applicant in evidence stated that he understood Wattle to have failed "only because ASIC closed it down". It seems that the applicant still does not comprehend the exact nature of what is alleged against him which is surprising given that he has completed his Diploma of Financial Planning. Therefore we are satisfied that section 829(g) of the Law is made out.
For these reasons the Tribunal affirms the decision under review.
I certify that the 41 preceding paragraphs are a true copy of the reasons for the decision herein of Mr K L Beddoe (Senior Member), and Mr I R Way (Member)
Signed:
  T G Lowther
   Associate
Date/s of Hearing  13 & 15 March 2000
Date of Decision  30 June 2000
Counsel for the Applicant        Mr Bland
Solicitor for the Applicant         Quinn & Company
Counsel for the Respondent    Ms Holmes SC
Solicitor for the Respondent    An Officer of Australian Securities & Investments Commission

[2000] AATA 531

30 June 2000

Key Legal Topics

Areas of Law

Corporate Law & Governance

Legal Concepts

Breach of Contract

Unconscionable Conduct

Duty of Care

Misrepresentation