Jimmy is a graduate from HKMU. He has many business ideas which he shares with his friends and family.

He asked his father's help to start a garment business. His father became the promoter of Perfect Suit Limited (the "Company"), a private limited company. His father signed a contract with TST Machinery Limited ("TST") on 2 January 2019 to buy a machine on behalf of the Company, while the Company was incorporated on 10 January 2019. After a few days, he found another supplier selling second-hand machinery with a 50% discount. Jimmy suggested to his father that it was a great deal since the condition of the machinery was good. His father bought this secondhand machinery and breached the contract earlier signed with TST.

Jimmy purchased 100 shares of another company, floated by his friend Cindy, Su-Mask Limited ("Su-Mask"), a private company limited by shares incorporated in Hong Kong. Cindy is the director and was Jimmy's classmate. The total shares issued by Su-Mask are 50,000. Su- Mask won the government tender for a face-mask bulk order sale deal. However, Cindy fraudulently produced low-quality face-masks. Ultimately due to poor quality, the lot was rejected by the government and no masks were sold. Su-Mask lost more than HK$ 20 million in the deal. Jimmy wants to commence legal action against Cindy.

Answer the following questions:

1.Advise Jimmy who is liable for the breach of contract with TST Machinery Limited with reference to legislation and case law.

Further, explain in detail the circumstances under which a promoter can be relieved from his/her liability.

2.Can Jimmy take legal action against Cindy? Discuss with reference to previously decided case law.