John and Julie are husband and wife, When they are not working away, the other 6 months of the year is spent enjoying their free time in Byron Bay. John and Julie spoke about purchasing a large block of land in Byron Bay near the beach. They planned to build two large townhouses on the property. They discussed how John and Julie could use one townhouse as their place of residence for 6 months of the year, so they could continue doing the things they loved like surfing and yoga. Although Julie would run the yoga classes, they agreed that both would share in the management of the yoga studio and would have equal say in all decisions and profits of the yoga studio. Julie and John prepared a document outlining their ideas which was titled 'Business Plan of J&J Partnership'. They proceed to purchase the property. They amend their business plans so that only one townhouse is built, which will operate as the yoga studio. Instead of proceeding as a partnership, they decided to incorporate as a private company, named J&J Pty Ltd ('J&J'), with both as directors and shareholders (each holding one share worth $2). J&J's constitution allows for a managing director, but no one is appointed. Without John's knowledge or input, Julie decides to order 100 yoga mats for the business. Julie decides to purchase the yoga mats from the online business, Yoga Direct. Julie places her order via email but instead of ordering 100 yoga mats she accidentally orders 10 000 mats. Julie's email signature contains the title "Director" and has J&J's company logo. John was copied into this email. Yoga Direct confirms receipt of the order and attaches an invoice. By this time, Julie is in a deep meditation. Having received this email confirmation from Yoga Direct, and not wanting to disturb Julie, John replies to this email with 'Thanks'. When John sits down to pay the outstanding bills three weeks later, he sees that J&J has been invoiced $200 000 by Yoga Direct for 10 000 yoga mats. John is outraged and immediately emails Yoga Direct to say that J&J will not pay the invoice. Bankei, from Yoga Direct, has spent the last three weeks working around the clock to finalise J&J's order. To satisfy the order, Bankei purchased a new state-of-the-art weaving machine at significant expense. The last of the yoga mats for J&J's order were rolling off the weaving machine when Bankei receives the email from John refusing to pay the invoice. Question 2 - Assume all elements of the contract are established and not in contention. Advise Yoga Direct if J&J is liable for the outstanding invoice. Do not consider issues concerning contract law