Northrup Pty Ltd has a company constitution that

sets out the company$$s objects which include the

wholesale purchase and retail sale of vacuum

cleaner bags. The directors of Northrup exercise

their power to enter contracts on behalf of the

company to purchase a residential real estate

development site. Real estate development is not

one of the company$$s objects set out in the

constitution. The shareholders are unhappy with the

land purchase and want to rescind the contract.