Mark is a Director of Happy Pets Pty Ltd, a retail company that provides pet supplies both online and in-store. His best friend, Jordan, owns Pawfect Fur Pty Ltd, a dog food manufacturer that trades under the business name 'Pawfect Fur'. The pandemic has caused financial hardship for Pawfect Fur because the company has not been able to sell its products overseas. Jordan offers Mark a $50,000 commission if he arranges for Happy Pets Pty Ltd to enter a supply agreement with Pawfect Fur. Mark recommends the proposed supply agreement to Chloe, the other director of Happy Pets Pty Ltd. Chloe explains that she does not have any knowledge about dog food and that she will let Mark make decisions in that area. Mark enters the supply agreement with Pawfect Fur on behalf of Happy Pets Pty Ltd although he is aware that Pawfect Fur dog food has a reputation for being a low-quality product. The shareholders of Happy Pets Pty Ltd are not happy with the new supply agreement and threaten to take legal action against the Directors of Happy Pets Pty Ltd.

Use the IRAC method to advice the shareholders of Happy Pets Pty Ltd if the Directors (Mark and Chloe) have breached their Director's Duties and if they have any defences.