Corporate and commercial( Ontario- Canada)

Avery Cooper is a real estate lawyer possessing over 30 years of experience in the field. Avery has worked her way up from articling student to Senior Partner at her firm, "Casper, Cooper, Braithwaite, and Bonds LLP." Over the years, Avery and her firm has represented various real estate developers including: Mattamy Homes, Oxford Properties, and Menkes just to name a few. Avery primarily manages the real estate portfolio of Mattamy Homes, and she is their main point of contact. Her highprofile portfolio has increased her clientele base and has caught the attention of commercial real estate corporation, Westbank Corporation. Westbank Corporation develops both housing and commercial real estate. The majority shareholders reach out to Avery personally in order to assess her real estate experience and business acumen. Impressed with her credentials, the shareholders request that Avery consider joining their ranks as a Director for Westbank Corporation. After much consideration, Avery accepts the offer and is appointed Director on May 18th, 2018. Despite the Director appointment, Avery continues to work as a Senior Partner at her law firm. On July 21st, 2018, the Westbank Corporation Directors call an emergency meeting regarding a file involving their top competitor, Mattamy Homes. The file is quite contentious as it involves a lengthy land dispute. Mattamy Homes asserts that they had secured private financing, obtained the necessary permits, completed community consultations, made a firm offer, (which was accepted), and subsequently purchased the land outright on June 5th, 2018. Westbank Corporation asserts that they were offered the property on June 4th, 2018 and were in the process of securing funding in order to purchase the land and obtain all the necessary permits, when they noticed fencing being erected on the land with signs indicating that construction had begun under the developer, Mattamy Homes. Following which, Westbank Corporation commenced legal action against the original landowners and Mattamy Homes. Mattamy Homes retained Avery to represent them in the aforementioned matter on August 3rd, 2018. The matter is still with the courts. At no point has Avery informed the other Directors that she continues to represent Mattamy Homes. Westbank Corporation has not been made aware of the affiliation between the two. Avery has come to you in order to obtain your expert advice. Avery has continued to represent her client, Mattamy Homes in their defence however, she is beginning to realize that the lines are becoming more and more blurred with respect to her legal obligation as counsel, and her duties as a director.

As such, Avery has consulted you in order to explain the following:

1. What are the duties that directors are required to fulfill? Outline the duties and provide a clear explanation of what each duty entails. What legislation, (inclusive of the section) would apply, (i.e.: the CBCA and the OBCA), if any? Indicate how the duties relate to the aforementioned fact scenario and provide evidence to support your position.

2. In review of the fact scenario, is Avery facing a conflict of interest? If so, how? If not, how so? What is a conflict of interest? What are Avery's obligations as a director as it relates to the CBCA, the OBCA and as it applies to the facts. Could Avery have done anything differently? Explain your answer and provide evidence to support your position.

3. Based on your analysis, what form of recourse (best option), would you suggest for Avery with respect to how she should proceed? What are your recommended next steps? Are there any ramifications that may impact her employment as a lawyer, or her appointment as a director? Provide clear reasons and evidence to support your recommendations.