QUESTIONS AT BOTTOM OF PAGE 3 Marcella Marconi (Plaintiff) -v- Sam & Joe Pty Ltd (Defendant) [1] In 2009, Sam Alexander and Joe Patterson, who were high school friends, incorporated a company called Sam & Joe Pty Ltd. At the time they were 19 years old. Sam and Joe each had authority to act on behalf of the company. The company was set up because Sam and Joe, who were great admirers of Italian food and culture, decided to establish and run an Italian restaurant called Milan Bar & Food, in a building which was part of the Northbank complex in Brisbane city. Northbank was a large park on the northern bank of the Brisbane River, which included a number of buildings that Northbank leased for retail shops, restaurants, bars, and cafés. [2] The Northbank Corporation owned and controlled the land and all the buildings in the Northbank complex. Sam & Joe held a lease with Northbank Corporation over a part of a building in a prime area of Northbank, close to public transport, the Northbank car park and with extensive river views. [3] In 2011 Sam & Joe Pty Ltd acquired the catering rights at the Redsand Bay Yacht Club. By 2012, Sam and Joe had found it difficult to maintain both Milan Bar & Food and their business at the Yacht Club, so they decided to sell Milan Bar & Food in order to concentrate on catering at the Yacht Club. They considered using an agent to sell Milan Bar & Food, as they had no experience in selling a business, but decided that they would try to sell it themselves first, to save the commission. [4] In 2012, Marcella Marconi was 55 years old. Since she emigrated from Italy in 1992, she had been a housewife. She was a brilliant cook, and people often told her she should open a restaurant. She understood spoken English and spoke it fairly well but with a heavy accent, but with family and her friends she always spoke Italian. She could not write or read English. Marcella’s husband, Domenico died in December 2011 and Marcella inherited $450,000 from him. [5] In 2012, Marcella decided that she would like to use the money she had inherited from Domenico to buy a small business. She discussed this with her 23 year-old daughter, Sophia, who found an advertisement for the sale of Milan Bar & Food and showed it to Marcella. Sophia contacted Sam and Joe and arranged to meet them. [6] Marcella told Sophia she was concerned about the business side of things, especially dealing with documents written in English. Sophia, who was studying business, said that she and her brothers would help Marcella. Marcella’s eldest son, Fabrizio, had been an accountant before he became a priest, and Marcella often asked him for his advice, particularly in financial matters, although she did not always follow it. She relied on him more heavily after Domenico’s death. However, they had had a serious disagreement on a question of theology in July 2012, and their relationship had become strained as a consequence. [7] Marcella’s second son, Alfredo, was the Di ...

1. QUESTIONS AT BOTTOM OF PAGE 3
Marcella Marconi (Plaintiff) -v- Sam & Joe Pty Ltd (Defendant)
[1] In 2009, Sam Alexander and Joe Patterson, who were high
school friends, incorporated a company called Sam & Joe Pty
Ltd. At the time they were 19 years old. Sam and Joe each had
authority to act on behalf of the company. The company was set
up because Sam and Joe, who were great admirers of Italian
food and culture, decided to establish and run an Italian
restaurant called Milan Bar & Food, in a building which was
part of the Northbank complex in Brisbane city. Northbank was
a large park on the northern bank of the Brisbane River, which
included a number of buildings that Northbank leased for retail
shops, restaurants, bars, and cafés.
[2] The Northbank Corporation owned and controlled the land
and all the buildings in the Northbank complex. Sam & Joe held
a lease with Northbank Corporation over a part of a building in
a prime area of Northbank, close to public transport, the
Northbank car park and with extensive river views.
[3] In 2011 Sam & Joe Pty Ltd acquired the catering rights at
the Redsand Bay Yacht Club. By 2012, Sam and Joe had found
it difficult to maintain both Milan Bar & Food and their
business at the Yacht Club, so they decided to sell Milan Bar &
Food in order to concentrate on catering at the Yacht Club.
They considered using an agent to sell Milan Bar & Food, as
they had no experience in selling a business, but decided that
they would try to sell it themselves first, to save the
commission.
[4] In 2012, Marcella Marconi was 55 years old. Since she
emigrated from Italy in 1992, she had been a housewife. She
was a brilliant cook, and people often told her she should open a
restaurant. She understood spoken English and spoke it fairly
well but with a heavy accent, but with family and her friends
she always spoke Italian. She could not write or read English.

2. Marcella’s husband, Domenico died in December 2011 and
Marcella inherited $450,000 from him.
[5] In 2012, Marcella decided that she would like to use the
money she had inherited from Domenico to buy a small
business. She discussed this with her 23 year-old daughter,
Sophia, who found an advertisement for the sale of Milan Bar &
Food and showed it to Marcella. Sophia contacted Sam and Joe
and arranged to meet them.
[6] Marcella told Sophia she was concerned about the business
side of things, especially dealing with documents written in
English. Sophia, who was studying business, said that she and
her brothers would help Marcella. Marcella’s eldest son,
Fabrizio, had been an accountant before he became a priest, and
Marcella often asked him for his advice, particularly in
financial matters, although she did not always follow it. She
relied on him more heavily after Domenico’s death. However,
they had had a serious disagreement on a question of theology
in July 2012, and their relationship had become strained as a
consequence.
[7] Marcella’s second son, Alfredo, was the Director of the
Italian Wine and Food Festival, held in December every year.
Alfredo told Marcella and Sophia that he could arrange for the
festival to be moved from New Farm to Northbank from 2013,
and for Milan Bar & Food to become the main dining venue
during the festival. Under this arrangement, Marcella would
have made an additional profit of $40,000 each year during the
festival alone and expected to generate a lot more business.
[8] Marcella and Sophia met three times with Sam and Joe in
August 2012 to discuss the sale of the business. Throughout the
negotiations, Sam and Joe thought that Marcella and Sophia
were planning to buy and operate the business together. They
only found out when the contract was signed that Sophia was
not a party to the contract.
First Meeting
[9] In the first meeting on August 4th 2012, Marcella said to
Joe, ‘There are no other Italian restaurants in Northbank, are

3. there?’ and Joe replied, ‘That’s right, Mrs Marconi, there are no
other Italian restaurants currently operating.’ Marcella said,
‘That’s good. I would not be interested in competing with
another Italian restaurant.’ It was true that there were no other
Italian restaurants operating at the time, but on August 11th,
Sam heard that an Italian café was going to start up in a new
building at the opposite end of Northbank in April 2013. He
intended to tell Marcella, but forgot.
[10] Marcella told Sam and Joe that the interior of Milan Bar &
Food looked shabby and that it needed a makeover. Sam
commented that they had never really gotten around to painting
the place, since they had become occupied with their catering
business at the Yacht Club. Marcella said she would want to fix
that up immediately. Joe said, ‘You can take over the restaurant
as soon as the contract is signed and get to work with the paint
right away, if you like!’ Sophia asked whether there were any
provisions in the lease that would prevent the tenant from
making
alterations to the space. Sam said that several other businesses
in the Northbank complex had renovated their premises and it
had never been a problem, which was true. Marcella said that
she would ‘hate to get into trouble with Northbank’ and that she
would definitely want to have the lease before starting any
work. Joe commented that Northbank Corporation were ‘really
decent’ and he and Sam were quite comfortable with Marcella
‘changing the look’ of the space before the lease was assigned.
Marcella replied that she would ‘want to get started on it
quickly’ so that the place would be ‘ready for Alfredo’s
festival.’
Second Meeting
[11] In the second meeting on August 10th 2012, Sam and Joe
proposed a price of $650,000. Marcella said that she only had
$450,000, that she didn’t have any other source of funds, and
that this was all of the money she had to live on for the rest of
her life so she did not want to spend all of it on the business.

4. Sam and Joe assured her that she would make a profit of at least
$200,000 on the business in the first year, so she would be able
to pay another $100,000 after a year of operating the business.
Marcella hated being in debt and she very firmly rejected this
suggestion. She said maybe she should just forget about the
whole thing, but Sophia assured her that it would be all right.
[12] After Marcella left the second meeting, Sophia said to Joe
and Sam that she would see if Fabrizio could come to the next
meeting. She said that Marcella listened to him and usually
followed his advice.
Third Meeting
[13] Sophia, Fabrizio, Sam and Joe met before Marcella arrived
at the third meeting on August 12th. Sam and Joe showed
Sophia and Fabrizio some figures which showed that the
restaurant had in the last three financial years made profits of at
least $200,000. These figures were accurate. Joe also told
Fabrizio that they were very keen to finalise the sale soon.
[14] Fabrizio was impressed by the business. He thought it had
been well-run, that although the price was a bit high, that there
was a risk the sellers might decide not to sell to his mother, and
that his mother was being stubborn. Fabrizio became annoyed
with Marcella during the meeting, at which she continued to
refuse to accept a price of $550,000. Exasperated, he shouted,
‘Oh, come on Mum! Just do it! This place is always so busy!’
Marcella felt extremely pressured in this meeting and was
deeply embarrassed that her son, dressed as a priest, had yelled
at her in public. Out of respect for Fabrizio, but with obvious
reluctance she orally agreed to a price of $550,000.
[15] After the meeting on August 12th, Marcella became more
excited about running her own restaurant, which she’d dreamed
of for years. She met with her friend, Carla Ferrari, who was an
interior designer, and asked her to start working on designs for
the restaurant. Carla drew up designs for the renovation which
involved knocking down part of one of the restaurant walls
tocreate a faux-alfresco dining area. In September, Marcella
paid Carla $20,000 for the designs, and a $5,000 deposit for

5. overseeing the renovations. Carla asked Marcella for $30,000
which she spent on new Italian furniture and on materials for
the renovation. The furniture and materials were put into
storage on September 20th, at a cost of $1,000 a month. Carla
arranged a builder to do the renovation work starting on
October 19th, and Marcella had to pay the builder a non-
refundable deposit of $10,000 in September 2012.
[16] On August 13th, Sam brought the final version of the
contract, which was written by Sam & Joe Pty Ltd’s lawyer,
over to Marcella’s house. Marcella looked at the contract,
appearing to read it. She could not understand most of the
words in it but she did not wish to appear ignorant so she did
not say anything to Sam. Sam said that he would take it to
Sophia to sign after Marcella had signed it, and Marcella said
that Sophia was not party to the contract. Marcella signed the
contract and it was validly executed on behalf of Sam & Joe Pty
Ltd the same day.
[17] The contract defines purchaser to mean Marcella Marconi
(it did say “Sophia Marconi” as well, but on August 13th, Sam
corrected this and both parties initialled that change); defines
seller to mean Sam & Joe Pty Ltd; and defines the business to
mean Milan Bar & Food, operating at shop 15A, Northbank,
including the lease with Northbank Corporation, furniture and
fittings, and stock-in-trade (meaning the food and beverages in
the restaurant at the time it was handed over). The contract
contains the following provisions:
Clause 7: The seller agrees to sell and the purchaser agrees to
purchase the business. Clause 8: The seller will assign to the
purchaser the remainder of its lease with
Northbank Corporation by October 13th 2012.
Clause 9: The purchaser shall take over possession and running
of the business on September 20th and until the lease is
assigned under clause 8 shall pay the seller a rent of $950 per
week.
Clause 10: The purchaser will pay a deposit of $45,000 on
signing the contract. The balance of the purchase price will be

6. paid in two instalments. On October 13th, 2012, the purchaser
will pay $405,000. On August 13th, 2013, the purchaser will
pay $100,000.
Clause 11: The seller takes no responsibility for statements
made in negotiations unless they are recorded in this contract.
The purchaser agrees that it has made its own enquiries.
[18] On August 13th, Marcella paid the deposit of $45,000. She
went into possession of the business on September 20th. When
she took the business over, this included $950 worth of food,
$4,000 worth of beverages, and furniture and fittings worth
$11,000. She paid the rent from September 20th until October
15th.
[19] Sam and Joe Pty Ltd’s lease with Northbank Corporation
contained a provision which stipulated that the lessee could
only assign a lease if Northbank had given written approval. In
early September 2012, Sam and Joe Pty Ltd’s lawyers asked
Northbank’s lawyers to agree to the assignment of the lease so
that they could assign it to Marcella by October 13th. On
October 1st, Northbank Corporation’s lawyers informed Sam &
Joe’s lawyers that there would be a delay in processing that
request.
[20] Domenico’s executor had put most of the money from
Domenico’s estate into fixed-term investments. The executor
informed Marcella that he was not able to withdraw the money
she needed for the first instalment until October 15th. On
October 9th, one of Marcella’s friends who can read and write
English went with Marcella to the bank to help her apply for a
short-term loan. Marcella was given a form to apply for a
‘bridging loan’. Marcella’s friend did not understand the form
properly, so Marcella failed to declare her assets, and as a result
the bank refused her application.
[21] On October 12th, Sam contacted Marcella to tell her that
the lease couldn’t be assigned on the next day ‘because of a
delay with Northbank’. Marcella was secretly relieved, because
she knew she would not have the money until the 15th. She told

7. Sam that ‘a short delay’ was all right with her but that she had
builders coming on the 19th, that she wasn’t going to start
spending money on the property without the lease. She said ‘I
will have the money on October 15th and I want the lease then.’
Sam said that should be fine but he would just check with his
lawyer and get back to her. Sam phoned his lawyer, whose
secretary informed him that she was attending a funeral out of
town and would be back in ‘a couple of days.’ Thinking that
Marcella could probably wait a bit longer if need be, Sam
decided not to bother his lawyer until she got back.
[22] On October 15th, Marcella heard that a new Italian café
was opening in Northbank in April. She was furious. She called
Sam and asked him where the lease was. Sam put Marcella on
hold and called his lawyer, who told him that she hadn’t
followed up with Northbank’s lawyers recently, but expected to
receive Northbank’s approval in a few days. Sam got Marcella
back on the line and told her that they would be able to assign
the lease within a week. Marcella asked him whether he knew
about the new café, and Sam apologised, saying he’d heard
about it in August and meant to mention it to her. Marcella said
that she had had enough and that she was cancelling the whole
deal and hung up the phone. She closed the restaurant
immediately, let all the staff go, and went to stay with her sister
in Sydney to recover, completely forgetting to contact Carla.
Carla and the builders showed up at the restaurant on October
19th, ready to begin the renovation, only to find a sign saying
the restaurant had closed down.
[23] Marcella has had to pay $15,000 to the builders for their
costs and lost profits. Carla suggested to Marcella that she
could resell the furniture and renovation materials on
Marcella’s behalf to another client, but as they were specialist
items, Carla told her she ‘would be lucky’ to get $10,000 for
them. In May 2013, Carla found a buyer for $9,000, but
Marcella refused to sell them for that price. They are still in
storage.

8. I need 400 words on 1 and 2, With references throughout to
Australian Cases and Law.
Counsel for the Plaintiff (Marcella Marconi) submits
That the defendant engaged in misleading or deceptive conduct.
You do not have to address remedies for misleading or
deceptive conduct. (400 words)
That the defendant is liable for undue influence exercised by
Fabrizio Marconi. (400 words)