Question
James is one of three directors of Rich Mines NL and is also the CEO of the company. The other directors are Mary, who is
James is one of three directors of Rich Mines NL and is also the CEO of the company. The other directors are Mary, who is also the chairperson, and John. James met Kerry, the managing director of Western Mining NL at a mining industry conference in Perth in early January 2019. James attended the conference as a delegate of Rich Mines NL. In a casual conversation during a morning tea break between Kerry and James, Kerry mentioned to James that Western Mining NL was selling a gold mining lease for a mine in Western Australia and was looking for prospective purchasers. The price of gold on the international market is at an all-time high and James realised the potential value of this business opportunity. On his return to his office in Sydney, James immediately informed the board of directors of Rich Mines NL of the gold mining lease and also advised the board that it should act urgently and approve his proposal for the company to buy the lease from Western Mining NL at the earliest chance. The board of Rich Mines NL reviewed the company's financial statements and concluded it was not in a financial position to make any further acquisitions. The board, therefore, was not enthusiastic about pursuing the business proposal conveyed by James. The board of Rich Mines NL, however, indicated that it would re-examine the business proposal put by James at the next meeting of the board of directors scheduled a month later, at the end of February 2019. In late January 2019, however, Kerry informed James that Western Mining NL had received an offer to purchase the gold mining lease from a Chinese company and that the sale would be finalised soon. James immediately telephoned the Chairperson of Rich Mines NL and passed on this information. Mary was less than enthusiastic in her response as she thought that Rich Mines NL had a huge short time liability which required repayment very soon. The audited accounts of Rich Mines Ltd, signed off by the auditors and all the directors, correctly noted that the same liability was due for repayment in 2022. Fearing that the opportunity to acquire the gold mining lease will slip away, James resigned as a director of Rich Mines NL in February 2019. He trusted his business instinct and immediately made a higher competing offer to Western Mining NL to purchase the gold mining lease in his name. James was pleased with his business acumen - the gold mining lease which he purchased turned out to be very profitable.
Advise whether James and Mary have breached any duties under the relevant provisions of the Corporations Act 2001 (Cth) and, if so, the potential consequences of their breach. Your answer must make reference to relevant precedents
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