Bron and Brad are long-standing friends living in Mildura and over several years they developed systems that can improve Wi-Fi use. They have worked on a business plan to sell these systems. They approached four friends (John and Sam Brown, Tim Ferris, and Jesse Lee), also from Mildura, to join them in this venture and incorporate WiiFii Pty Ltd in 2020. WiiFii Pty Ltd is a very successful company, and employing staff all over the world to implement their systems to improve Wi-Fi use. Before incorporation they agreed on the following: a. All 6 will be directors of WiiFii Pty Ltd; b. Bron will be the Chair of the board of directors; c. Brad would be the managing director; d. Bron and Brad would hold 26 shares each and their 4 friends 12 shares each; e. They would not adopt a company constitution; f. The company would appoint a secretary. At a board meeting one of the other directors, Sam Brown, mentioned that there was a small technology company in Bendigo, called Hardwire Pty Ltd. She said that it will be a good business opportunity if WiiFii Pty Ltd could acquire Hardwire Pty Ltd. The next day Bron and Brad paid a visit to Bendigo. They meet the owner (Chris Scott) and discovered that it is a 1-person company (Chris Scott being the only director and only shareholder). They mentioned that WiiFii Pty Ltd would like to acquire the business of Hardwire Pty Ltd. When they mentioned the name, the Chris immediately said, "Aren't John and Sam Brown the directors and shareholders in WiiFii Pty Ltd?" "Yes, they are the directors and shareholders, and they are also our friends. It was in fact Sam who mentioned your business to us." Chris immediately said, "I will never sell my business to a company if John and Sam Brown are involved in it - they humiliated me and my family at a footy game and I think they are dishonest!" "However, I'll sell it to you twi if you incorporate another company where only you two are directors and shareholders". company where only you two are directors and shareholders". Bron and Brad incorporated another proprietary business and bought the business for $100,000. They appointed a new manager, and the business was very successful. They were approached by a larger IT company that offered them $200,000 for the new business. They sold the business. Six months later, at a board meeting Sam Brown asked Bron and Brad whether they approached Hardwire Pty Ltd. "Yes", they said, "and we bought the business in the name of a new company as the owner was Chris Scott, the person you apparently humiliated at a footy game. However, do not worry, we already sold the business." John, Sam, Tim, and Jesse are furious and approach you for legal advice: 1. Advise them whether Bron and Brad have committed any breaches of their duties to WiiFii Pty Ltd. 2. Explain: a. how Bron and Brad could convene a general meeting, and b. whether, at that meeting, they can ratify any breaches of any of their duties towards WiiFii Pty Ltd