Desmond was appointed director and managing director of Candore Limited. The terms of his service contract provided that he should hold office for eight years and this term was also stated in Candor's Articles of Association. The other directors decided that Desmond should be removed from those positions and they placed such a resolution before shareholders at a general meeting and it was duly passed. Desmond is certain that his removal would be in breach of the Articles of Association as well as his contract and intends to seek legal advice.

A. Draft a statement for the board of directors explaining whether shareholders had authority to pass the resolution. Also, suggest what legal redress Desmond might have. (12 marks)

B. Submit TWO (2) duties and TWO (2) rights of a partner.