a) Citing a Zimbabwean case law, explain the circumstances under which this juristic personality, will be cast aside. (15 marks)

b) Zvicherwa Resource (Pvt) Ltd was interested in acquiring Mtaka farm in Chimanimani after having acquired a geological report that showed that the farm had vast diamond deposits. However, the owner of the farm was not interested in selling his farm to Zvicherwa Resources (Pvt) Ltd. Four months later, the managing director Passion Mbinga, of Zvicherwa Resources (Pvt) Ltd incorporated a company for the sole purpose of attempting to acquire Mtaka Farm. He incorporated a company called Goda (Pvt) Ltd , with his cousin. The fortunes of the owner of Mtaka farm had taken a turn for the worse and he has much more agreeable to the proposition to acquire his farm. Goda (Pvt) Ltd acquired the property. Once Goda (Pvt) Ltd had acquired the farm, it sold the farm to Zvicherwa Resources (Pvt) Ltd at a substantial profit. Goda (Pvt) Ltd was presented in the transaction by Passion Mbinga's cousin. The chairman of the board of directors of Zvicherwa Resources (Pvt) Ltd subsequently learnt that Passion Mbinga was behind the acquisition of Mtaka farm and, its subsequent sale to Zvicherwa Resources (Pvt) Ltd.

Which fiduciary duty or duties if any, was breached by the Managing Director? (10 marks)