Mr Ong Teck Leong started a company Bougainville Garden Pte Ltd (Bougainville Garden) selling nuts and biscuits out of his shop located in Geylang in 1968. Through hard work and good business acumen, his company expanded into a large manufacturer of nuts, biscuits and pre-mixed sauces and these products are packaged under a well-known and registered trademark Bougainville Garden. The company had factories in Indonesia, Malaysia and Singapore. Mr Ong died in 1999 and bequeathed his business to his wife and eight children. The siblings could not agree on how the company should be run and there had been a few legal proceedings brought before the court to settle their disputes. The court has made orders for the siblings to buy out each others shares. Currently, there are four remaining shareholders: Andy has 40% shares, while Barry, Charles and their mother Mrs Ong each has 20% shares in the company. Andy and Barry are executive directors of the company, while Mrs Ong is listed as a non- executive director. Charles is a lecturer who teaches in a university and he is not on the board of directors. Mrs Ong has been receiving directors fees, but she has never been to any board of directors meeting. She rationalises this by saying she only had four years of primary school education, so she would let her sons manage the business. Mrs Ong is happy receiving directors fees to fund her mahjong sessions with her friends. It has come to Charles attention that the business of the company has been in decline and is now facing liquidation. Upon investigation, Charles uncovered a few events that took place over the last few years: Bougainville Garden products are being manufactured and sold in Singapore and Malaysia by two companies that are not part of Bougainville Garden Pte Ltd, but they bear identical names Bougainville Garden. These products are in fact manufactured by two companies called Bougainville Garden Makan (Singapore) Pte Ltd and Bougainville Garden Makan (Malaysia) Sdn Bhd. These companies were incorporated and solely owned by Barry.

In 2007, Bougainville Garden Pte Ltd sold the Bougainville Garden trademark to Forest Holdings, a company registered in The Isle of Man for $100,000. Andy is the director and beneficial owner of Forest Holdings. In 2008, Forest Holdings granted a 10-year licence to Bougainville Garden Pte Ltd to make and sell Bougainville Garden products. When the licence expired in 2018, Andy and Barry did not renew the licence but allowed the company to go into an impeding liquidation. In 2016, Forest Holdings granted a licence to Bougainville Garden Makan (Singapore) Pte Ltd and Bougainville Garden Makan (Malaysia) Sdn Bhd to use the trademark. In 2017, the factories in Indonesia and Malaysia were sold to Barry at an undervalued price. Furthermore, Barry was granted a perpetual, irrevocable and exclusive licence to make and sell Bougainville Garden products in these countries for $1. Charles has come to you for advice. (a) Discuss how it is possible for Charles brothers to use this trademark for the companies controlled by them. (b) Explain to Charles if Andy, Barry and his mother Mrs Ong have breached any directors duties owed to Bougainville Garden Pte Ltd, and if so, what consequences they might face.