Question
In 2019, Jason Jones, a director of MeatInTheBox met Cameron Charles, the owner and executive chef of TrendFoods, at a party in Balmain. Cameron was
In 2019, Jason Jones, a director of MeatInTheBox met Cameron Charles, the owner and executive chef of TrendFoods, at a party in Balmain. Cameron was fascinated to learn that Jason's family had some involvement in organic farming. He suggested to Jason that they should explore the possibility of opening a new business, operating a fleet of food trucks selling high-quality hamburgers made with meat sourced from MeatInTheBox. The following week Jason mentions the idea to Peter O'Donnell, another director of MeatInThe Box. Peter is aware that there is tension between Jason and his uncles. After thinking about it for a few days, Peter calls Jason and suggests that they instead incorporate a new company, to be owned by RiverTrans Pty Ltd and JJ investments Pty Ltd, to take on the new venture with Cameron. Peter thinks RiverTrans Pty Ltd can source the meat from suppliers in the Riverina, and that Jason's hospitality experience will be useful. Cameron is keen to move quickly, so Peter signs a heads of agreement with him, with the intention that it will apply to the new company when it is formed. Subsequently, the new company is formed. It is called TrendTrucks Pty Ltd and its shareholders are Cameron (48 shares), JJ Investments Pty Ltd (28 shares) and RiverTrans Pty Ltd (24 shares). Cameron, Peter and Jason are all directors of TrendTrucks Pty Ltd. The business goes well and is soon operating profitably. Cameron and Jason get on well, but they frequently disagree with Peter. They make several operating decisions about the business with which Peter disagrees, and hold a number of directors' meetings without giving him sufficient notice to travel from the Riverina to Sydney to attend. They reinvest all the profits in the business and decide not to pay dividends. They also decide to source meat from suppliers other than MeatInTheBox. Cameron and Jason resolve to invite some likeminded friends to invest in the business; this results in the issue of a further six shares each to four investors who between them subscribe a total of $2.4 million.
1.Advise whether Peter may have breached his duties as a director of MeatInTheBox.; and if so, whether the shareholders of MeatInTheBox has any remedies against him. Can ASIC take any action against Peter?
2.Peter is concerned about the way Cameron and Jason are managing TrendTrucks, and thinks that the recent fundraising by TrendTrucks Pty Ltd might be illegal. Advise Peter.
3.After the MeatInTheBox board meeting, it emerges that Jason has not told the other directors of MeatInTheBox of his interest in TrendTrucks Pty Ltd. Advise Jason whether he has breached his duties as director
4.Peter is fed up that TrendTrucks Pty Ltd has not been paying dividend because Jason and Cameron want to reinvest all the profits in the business. What action is Peter entitled to take? Advise?
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