Part A:Advise FlowerGirl about the propriety of Rose's actions in signing up stockist and what if anything should be done about the payments that Rose has received. Remember to talk about conflicts of interest, section 182, 183, and any other relevant matters. Part B: When the board discover the contract entered into with Foul Ingredients Pty Ltd, they wrote a letter on behalf of FlowerGirl saying the contract was entered into without authority and it is not enforceable and accordingly, FlowerGirl will not be paying the $75,000. Is the contract with Foul Ingredients Pty Ltd enforceable? Part C:After discovering the Foul Ingredients Pty Ltd contract, the board seek to terminate Jasmine from her position as COO. Jasmine says they can't because she can enforce the constitution which says she will be the COO until 30 June, 2025. Is Jasmine correct? Part D:Rose and Violet believe Daisy adds nothing to the company and no longer want her involved in the management of the company. Rose and Violet, comprising the majority of the board of directors, are proposing to issue themselves an additional 30,000 shares, each. This will have the effect of reducing Daisy's shareholding in FlowerGirl to 24.5%. Rose and Violet will claim the share issuance is necessary because the company needs additional working capital. It is clear, however, that once this share issue takes place, Rose and Violet plan to call a general meeting of FlowerGirl at which they intend to pass a special resolution amending the constitution removing the article saying directors can only be removed by unanimous consent of the shareholders. Once this has occurred, Rose and Violet will remove Daisy from the board. Advise Daisy about any claims that FlowerGirl might have in connection with the share issuance if Violet and Rose proceed with their plan. Part E:The company had historically paid an annual dividend. Rose and Violet decide to cease all dividend payments. With the additional cash held by the company, they increase the amount of their directors' fees dramatically. At the same time, the company is negotiating a large contract to sell beauty products to a large New York City department store. Rose and Violet have a new company called RV Pty Ltd (RV). Rose and Violet are the only shareholders and directors of RV. RV enters into the lucrative contract with the department store and keeps all the benefit for itself. Based on these facts, could Jasmine maintain an oppression action against the company and/or the directors of FlowerGirl? Part F:The sister's mother, Lolly, is always at the company's facilities. Lolly negotiates contracts on behalf of the company, attends board meetings, directs employees, hires employees and senior staff, is responsible for the books and records, approves large purchases and sales etc. The directors always listen to Lolly's guidance and follow it (believing she knows a lot about business, is smart). What would you advise Lolly based on these facts?

QUESTION TWO: Rose, Violet, Daisy and Jasmine are sisters with an interest in beauty. Ten years ago, Rose, Daisy, Jasmine and Violet founded a 'clean' skin care brand called 'Violet Rose' operated by their company FlowerGirl Pty Ltd ('FlowerGirl']. Rose and Violet each invested $200,000 in the business, in return for 200,000 shares each in FlowerGirl. Daisy invested $150,000 in the business, in return for 150,000 shares {27% of the company). Jasmine had no money to invest. To be charitable, the sisters issued 100 shares to Jasmine for free. Rose, Daisy and Violet are the only directors. Jasmine is the Chief Operating Ofcer ('COO'). The constitution of FlowerGirl provides (i) Jasmine will be the COO until 30 June 2025 at a salary of $350,000 per annum and cannot be removed; (ii) Jasmine can only enter into contracts up to $50,000 and anything above that amount requires board approval; and (iii) Directors can only be removed with the unanimous consent of all the shareholders. These were the only provisions in the constitution other than that, the replaceable rules apply to the company. Jasmine has been growing increasingly resentful of her seemingly inferior status at the company. To punish her sisters, she enters into a contract on behalf of FlowerGirl with Foul Ingredients Pty Ltd for the purchase of ingredients which Jasmine knew would be unsuitable for the products manufactured by FlowerGirI. The contract was in the amount of $75,000. Rose tells the board that she is going to use her insider knowledge in the beauty therapy business to scout out new locations to sell their products. The board think this is a great idea and enthusiastically support her efforts. Rose ends up signing up 50 new businesses as Violet Rose stockists. Rose fails to mention, however, that she has secretly arranged to receive commissions of 10% of monthly sales from each of the stockists before she would agree to allow them to sell Violet Rose's popular and exclusive products