Question SpeedTech Ltd is engaged in the business of designing and manufacturing high-performance racing cars. It wishes to build a racetrack upon which it can test its prototype models. To that end, it creates a subsidiary company called OpenTracks Ltd. A suitable piece of land on which to build the racetrack is located and OpenTracks purchased it using capital borrowed from SpeedTech. However, shortly thereafter, the Directors of Open Tracks (all of whom are also Directors of SpeedTech) discover that the land does not have planning permission and so OpenTracks entered in to agreement to sell the land to ABC Construction Led, a local construction company- Several days after the agreement for sale on the property between OpenTrack, a member of the local council indicated to the Directors of OpenTracks that, should it apply for planning permission, it would certainly be granted. Accordingly, before the sale of the land to ABC Construction was completed OpenTracks transfers ownership of the land to SpeedTech, and argues that the contract with ABC Construction is no longer valid as it no longer owns the land. OpenTracks successfully applies for planning permission SpeedTech decided that it wishes to expand into the consumer car market, and to this end, it created another subsidiary called Honks Drive Ltd. The articles of incorporation of Honks Drive provides that only Directors nominated by SpeedTech may sit on its Board of Directors , accordingly, all the Directors of Honke Drive are either persons nominated by SpeedTech, or Directors of SpeedTech. Honka Drive engages in research and development on a new car and this is funded exclusively by issuing shares that are purchased by SpeedTech (with the result that Honke Drive becomes a wholly owned subsidiary). However, more capital is required, but the directors of SpeedTech refuse to provide Honke Drive with any more capital and instead order the board of Honka Drive to cut back on its research and development. Accordingly, the Directors of Honks Drive agreed to cut back on research into the car's safety features. Honka Drive completed the design of the new car and it is manufactured and sold to the public. However, the car turns out to be unsafe due to a defect in it's braking system which caused numerous accidents to occur. Those who suffered injury and loss due to the defects in the cars initiate proceedings against Honka Drive but, by this time, Honks Drive has entered insolvent liquidation, and has insufficient funds to meet any liability. Upon liquidation of Honka Drive it is discovered that the Directors of SpeedTech caused a sale of some of the cars to them at a significantly reduced value which they later sold at a higher price. Provide detailed discussions based on established legal principles to advise the parties above on the following: 1. Whether ABC Construction Led can enforce the agreement made between itself and Open Tracks Led for the sale of the land against SpeedTech Ltd; who is now the purported owner of the property
