Question ( I understand that the answer here is just a suggestion. I Will use the suggestion you given to write 500 words):

Briefly discuss whether Mr Barry has breached any director duties in establishing the new company and approaching clients

Given:

Barry & Luke operate Roofs Pty Ltd for commercial market. Barry is director, Luke is director and secretary. Both are equal shareholders.

Steel4u Pty Ltd is a frequent supplier. Barry place order of $2.5m (10 times usual order), also mention Barry is started a new company elsewhere Cheap Roofs Pty Ltd with an old friend, to also build roof. Luke is not aware of this.

Steel4u prepare contract, only Barry sign. While Steel4u director aware that usually both Barry and Luke sign, he makes no further enquiries. Barry organise good to be delivered to Cheap Roofs, Luke doesnt know. Cheap Roof then undertake some work in Bali, return a profit of $1.5m. Cheap Roof also commences tendering for contract that usually won by Roofs.

When Steel4u request Roofs to pay $2.5m, Luke responsible for account payable, was not aware as there is no record, and refuse to pay.