Freshearts Pty Ltd (Freshearts), is an online food delivery service. In January 2020 Emily was appointed as the managing director for a three-year period. Freshearts constitution provides that the managing director has the power to manage the ordinary affairs of the company. Emily also signed an appointment contract which set out details of her remuneration and powers. The contract included an express term that stated that Emily would not commit Freshearts to any debt for goods and services (including a loan) exceeding $30,000 unless this contract is also signed by another director authorised by the board for that purpose. In January 2023 Emilys contract was not renewed but she continued to carry out her role as managing director. Emily is considering buying an operational commercial kitchen to no longer rely on external contractors. The other 2 directors of Freshearts expect to hear about Emilys plans at the next board meeting. Emily finds a commercial kitchen that she thinks is very reasonably priced given its size and location which is owned by Restco Pty Ltd, Hearing that a competitor is also interested in buying the same property, she decides she needs to act quickly. Emily approaches Freshearts regular bank to borrow the $1 million needed to make the offer to buy the property. The bank grants the loan to Freshearts because of the banks long association with Emily. Emily signs the loan contract as managing director of Freshearts. Without obtaining an independent valuation of the property or thoroughly inspecting the commercial kitchen and without advising Freshearts other directors, Emily makes an offer to buy the property for $1 million on behalf of Freshearts Pty Ltd which is accepted by restco Pty Ltd. Although furious about Emilys conduct, the other directors of Freshearts do not take any action. A news article subsequently reveals that the commercial kitchen is not up to food safety standards and has a rat infestation problem. Required: (a) Explain whether Freshearts is bound by the agreement with Restco Pty Ltd at common law and/or under the Corporations Act 2001 (Cth). (b) Explain whether Emily has breached her duties as a director and whether she has any valid defences at common law and/or under the Corporations Act 2001 (Cth). In your answer explain also any applicable penalties and any remedies available to Freshearts. Do not discuss insolvency.