One of your friends at the UNSW Business School is Mike Tuckerberg. Mike is an entrepreneur and he has just started a new social network for UNSW Business School students which is called “Schoolbook”. Schoolbook allows its members to share their news and pictures.
You also know of two other students in the UNSW Business School called Elder Rower and Younger Rower. Elder and Younger are identical twins. You know that they have just won a defamation court case and, after expenses, they have each been awarded $250,000.
Mike has talked to Elder Rower about investing in Schoolbook. Mike and Elder Rower agreed that Elder Rower would invest $100,000 in Schoolbook. They recorded their agreement in a document that had the heading “Terms Sheet”. This terms sheet included the following elements:
(a) This terms sheet outlines the principal terms with respect to the operation of Schoolbook
(b) Mike Tuckerberg and Elder Rower are each referred to as a ‘Party’ and collectively as ‘the Parties’.
(c) The Parties agree that this terms sheet is intended to be legally binding and to constitute the obligations of the Parties.
(d) Each Party is entitled to an equal share of the profits made by Schoolbook.
After the Terms Sheet was signed on 1 December 2016, Mike worked really hard to make Schoolbook a success. Elder Rower dropped out of UNSW and went to a start-up business called SnappyTalk. He invested his balance of $150,000 in SnappyTalk, which is set to become a “unicorn” when it has its initial public offering in early 2018.
Younger Rower has been helping Mike to spread the news about Schoolbook through his extensive social media contacts. In July 2017, Mike was pleased to work out that Schoolbook had made a profit of $50,000 from online advertising, mainly using Google Adwords.
Mike sent Elder Rower $25,000 via a bank transfer on 31 July 2017.
On 1 August, he received:
(a) an email from Elder Rower that said “thanks for the dividend, I look forward to many more as does my brother Younger”; and
(b) an email from Younger Rower that said “where is my dividend? My brother and I always invest together”.
Mike knows that you are a keen student of business law and asks you what he should do now and why. You should include:
(a) What contract or contracts have been formed? When were the contract or contracts formed? Who are the parties? (2 marks)
(b) Advice to Mike as to what the issues are (4 marks)
(c) Your analysis is of those issues (12 marks)
(d) What Mike should do now (2 marks)