3. Samuel and Harvey were two of the directors of Cape Town Holdings. Samuel was also a director of Australian Goldfields. They both owned shares in Australian Goldfields, Samuel holding his shares in his own right while Harvey held his shares as trustee under a will. On the initiative of Samuel, Cape Town's board agreed to purchase the shares of Australian Goldfields. Both Samuel and Harvey absented themselves when the discussions about the purchase and the vote took place. After the purchase was finalised, the board discovered the interests of Samuel and Harvey and sought to have the contract rescinded