Darius is a specialist consultant advising people how to set up in business. In July 2021 Darius assisted in the formation of Nile plc which was registered and received its trading certificate on 1 July 2021. In January 2022, during a board meeting, the directors have discovered that several transactions took place prior to the formal incorporation of Nile plc: In May 2021, Darius entered into a contract in the name of Nile plc with Suez Ltd to purchase plant and machinery for Nile pic's business. The director of Suez Ltd was made aware that Nile plc had not yet been officially incorporated. The board of directors have decided that Nile plc has sufficient plant and machinery for its business operations and they do not wish to go ahead with the purchase from Suez Ltd. Suez Ltd has already bought the plant and machinery on the basis of the contract and is owed $125,000. In June 2021, Darius entered into a contract with I Tech Lid for computer equipment. The contract was specifically classified as "subject to agreement by the Board of Nile plc". The board of Nile plc do not wish to agree to, or adopt the contract. Also in June 2021, Darius entered into a contract in the name of Nile plc with TX Drone plc for a joint venture to develop a drone which will identify and guide cars into car parking spaces on busy car parks. The Board of Nile pic wishes to honour this contract. Nile pic is considering setting up a subsidiary company to specialise in cyber security consultancy. The Board of Directors have discussed calling the subsidiary Cybex Ltd. It has been discovered that there is a company already registered called Cybecs Ltd. Cybecs Ltd runs a chain of garden centres.a} Explain the role and legal responsibilities of a promoter. {5 marks} b} Advise Darius and the Board of directors of Nile pic on the legal status of each of the transactions entered into. {15 marks) o) Explain what is meant by the tort of 'passing off and with reasons, whether the name of Cybex Ltd will be allowed to be registered. {5 marks}