In 2010, Rob, Bran, and Tyrion, best friends since their university days, registered a company called Games and Drones Pty Ltd - named after their successful tech business called 'Games and Drones'. The company is governed by the Replaceable Rules and, according to ASIC records, Rob, Bran, and Tyrion each own a 1/3 equal share in the company, Tyrion is listed as the company secretary, while Rob and Bran are listed as the company's only two directors.

Despite not always agreeing with each other's choices, Rob and Bran worked very well together as the company's business decision-makers, but this ended abruptly in March of 2020 when Rob and Bran were faced with the difficult decision to move their business operations online due to the devastating impact of the Covid19 pandemic. In short, Rob felt they should renew the lease of their business premises for another 5 years, ...while Bran (and Tyrion) believed that they should move the business online temporarily and look for a new retail space when they had a clearer picture of their 'post-covid' financial position.

Unfortunately, no amount of negotiation could break the decision deadlock between Rob and Bran, and out of desperation, Bran set the following plan in motion: First, Bran organised an emergency directors meeting without notifying Rob. Secondly, Bran purported to pass a resolution (which was registered with ASIC) to appoint Tyrion as the third director of Games and Drones Pty Ltd. Finally, Bran and Tyrion passed a resolution to cancel the lease of their shop and begin trading online effective immediately.

Upon hearing of Bran and Tyrion's actions, Rob became furious and started legal action to have the resolution overturned. Answer the following questions.

Q1: 4 marks

Discuss with reference to company law, whether the resolution was validly passed.

(Required: In your answer, you must explain the division of decision-making power between shareholders and directors. You must refer to the Corporations Act ss 198A and the case of Massey v Wales. Also see John Shaw & Sons Ltd v Shaw, Automatic Self-Cleansing Filter Syndicate Company Ltd v Cuninghame, and NRMA v Parker. Use the IRAC method to answer Q1.)