Peter and Mary-Jane decide to open a caf in Nedlands, They have called it The Daily Brewery and have incorporated a private company called The Daily Brewery Pty Ltd, as a vehicle for the business. Peter and Mary-Jane own 45% each of the shares in The Daily Brewery Pty Ltd. Norman Ozbourne, a well-known Perth barista, owns the remaining 10% of shares in the company.

The company has a constitution which states that Norman Ozbourne is appointed Master Coffee Maker for life. Several customers have complained to the directors that they have been suffering from light-headedness and various stomach problems. The directors discover that Norman has not been cleaning the coffee machine with the correct product and is instead using bleach. The directors decide to remove Norman as Master Coffee Maker and find a replacement.

Norman writes to the directors demanding his job back as per the company's constitution, which he purports is a contract between him and the company. He contends that he must be reinstated or the company will be in breach of this contract.

Peter and Mary would like to know whether they are obliged to reinstate Norman as Master Coffee Maker.