Question 1 Munchkins Pty Ltd (Munchkins) operates three children's clothing shops in Tasmania. On 8 August 2019, Sarah was appointed to the position of Managing Director of Munchkins for a period of two years. A return was lodged with ASIC indicating her appointment as a director on that date. Sarah was not formally reappointed after 8 August 2021, but she has continued to act as Managing Director. No return was lodged following the expiration of her period of office. The terms of Sarah's appointment, which were set out in a contract between her and Munchkins, included a restriction to the effect that she was not to commit the company to borrowing transactions in excess of $20,000. Any such transaction was to remain subject to the approval of the board of directors. On 20 December 2021 Sarah, purportedly acting on behalf of Munchkins, signed a loan contract with Costello Bank, pursuant to which the Bank agreed to lend the company $30,000 in order to establish a eucalypt plantation. The transaction was not referred to the Board. The Bank was not aware of either: the contents of Sarah's contract, or the return lodged by Munchkins at the time of Sarah's appointment. The Board has since discovered the loan contract and has stopped all repayments on the loan. The Bank has called in the loan and is suing Munchkins for the principal together with all outstanding interest. (a) Advise Munchkins whether they are liable for the repayments on the loan. (b) Would the outcome of this case be different if: (i) the loan was for refurbishment of two of Munchkins' clothing shops; and (ii) the bank's loan officer knew Sarah had fallen out of favour with the board and was negotiating a new job