I have received further instructions from Archie Morgan and Sabita Krishnan about the MKFT trust.

Archie and Sabita, as trustees of the MKFT trust, have been taking advice from Bill Duncan, a chartered accountant who oversees the MKFT accounts and provides advice on investments for the MKFT trust. Recently that advice centered on the shares in Gardenalia Pty Ltd ("Gardenalia"). You will recall that Jemma transferred 100,000 shares in Gardenalia to Archie and Sabita some time ago. . Jemma subsequently transferred her remaining 150,000 shares in Gardenalia to her sister, Veronica Kay.

Archie advised me that last month he organized for his brother Luke and Bill Duncan to attend a couple of meetings of Gardenalia to try and get Bill elected as an independent director on the Board of Directors of Gardenalia. Archie and Sabita were unable to attend the meetings as they were overseas. The attempt to get Bill elected as a director failed but from talking to Gardenalia employees who attended the meetings and reading the company minutes Bill formed the view that if Gardenalia was completely re-organized, the value of the shares would be significantly increased. Luke agreed with Bill's view.

However, in order to carry out the reorganization of Gardenalia, the MKFT trust had to increase its shareholding in Gardenalia. There was a time pressure because Veronica had told Luke and Bill that she was planning to sell her shareholding to Alan Morgan and Patrick Robinson, the other two shareholders in Gardenalia. She had indicated that she would be selling her shares to them before the end of that month because she needed the cash to settle some debts she had. Bill knew, and told Luke, that the MKFT Trust was not able to purchase the shares from Veronica because its cash assets were tied up in long term fixed deposits and the penalties for early withdrawal would have been exorbitant. Also, given that Archie and Sabita were overseas, there would not have been sufficient time to approach banks for a loan for the MKFT Trust to enable it to buy the shares. Rather than let a promising opportunity to substantially increase the value of the MKFT Trust's assets pass them by, Bill and Luke decided to buy Veronica's 200,000 shares in their own names - 80% of Veronica's shareholding was bought by Bill and 20% by Luke. At the same time Bill bought Patrick Robinson's 25,000 shares from him - again in his own name because Luke didn't want to spend any more money. Both Bill and Luke were sure that this was the right thing to do and would work to greatly increase the value of the MKFT trust fund.

As it turned out they were correct. The purchase of the shares from Veronica and Patrick gave Luke and Bill majority control of Gardenalia. They sold some of Gardenalia's existing assets and bought new ones, the result of which has been to make Gardenalia very profitable. Last week Gardenalia declared a dividend of $5.50 per share. The shares themselves are now valued at $20 per share. As a result of Bill and Luke's efforts, all of the shareholders, including the MKFT, have been hugely enriched.

Archie, Sabita and Nitara have now found out what happened and are not happy. They have mentioned suing Bill and Luke and want JUS Legal to provide them with advice on this.

Please provide a written memorandum of advice on whether there are grounds for the trustees to take legal action against Bill Duncan and Luke Morgan for breach of fiduciary duty.

please also talk about the remedies for breach of fiducaity relationship specific to the problem question

cases to refer to when writing the advice and reference. please use this cases and the principles in this and apply to the problem. please apply at least 3 cases

Chan v Zacharia (1984) 154 CLR 178

Boardman v Phipps [1967] 2 AC 46

Regal (Hastings) v Gulliver [1967] 2 AC 134 at 137

Warman International Ltd v Dwyer (1995) 182 CLR 544