Reference no: EM133314236

Owen, Brenda, Sandra and Genie are directors of OBSG Laundry Services Limited which was incorporated two years ago. Owen, Brenda and Sandra own 90% of the shares and Genie the remaining 10%. The business was successful and the directors contemplated opening two (2) additional branches in the rural parish ofSt. Nick.

Genie, the Managing Director is an attorney and has responsibility for the day to day running of the business. In preparation for the expansion fo the business, Genie had extensive discussions with a supplier in Miami via telephone. She subsequently placed an order for six (6) industrial combo washer/dryer machines ta a cost of US$20,000 each. The supplier sent the contract to Genie electronically. She assumed all the terms discussed were
included in the contract and signed ti without reading it. Genie returned the contract to the supplier the following day by courier service.
On receiving themachines, Genie discovered that they were defective and could not be
used. She had kept a copy of the contract and after reading hte terms realized that she could not return the machines as they were sold a s is' with no possibility of them being replaced. OBSG Laundry Services Limited had spent US$120,000 and was without functional combo washer/dryer machines.
Owen, upset at the latest development contacted afriend who lived in St. Nick. They pooled their resources and secretly opened a laundry services company with each owning 50% of the shares.
Owen identified a property owned by OBSG Limited, located in the parish of St. Nick that
he thinks would be ideal for operating the laundry services. He convinced Sandra to vote in support of his acquisition of the property. Owen, Brenda and Sandra voted that the
property should be sold to Owen for less than half of its original purchase price. Genie is
not pleased and is considering legal action against Owen.
The company secretary scheduled an annual general meeting and the required notice was sent to the members in keeping with the Companies Act 2004. The only proposed resolution to be tabled at the meeting was to change the name of the company to All Island Laundry Services Limited as the company intends to establish branches in each parish.

The resolution was passed.
However, during the meeting Brenda proposed another resolution, to have Genie removed as Managing Director, as in her opinion Genie is not the 'right person' for the job of Managing Director. The resolution was passed by Owen, Brendaand Sandra.

i) Advise whether Genie and Owen breached any duties as directors.

il) Advise Genie as to whether she can take yna legal action against Owen.

iii) Advise Genie on the legality of the resolution to removeher as Managing Director.