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QUESTION THREE: Cruz, Alexandria and Nancy jointly own a patent for a machine which takes carbon particulates from the air thereby reducing carbon pollution and

QUESTION THREE: Cruz, Alexandria and Nancy jointly own a patent for a machine which takes carbon particulates from the air thereby reducing carbon pollution and ultimately global warming. They purchased the patent from the original inventor several years ago for $1,000,000. Cruz is an engineer and Nancy is a climate change scientist. They come up with an idea whereby they will have a company, seek out investors and exploit the invention's full potential. Cruz is put in charge of registering the company. He goes to ASIC's office on February 19, 2022 and registers the company, called Clean World Ltd ("CW"). Cruz, Alexandria and Nancy are the directors and each owns one share. There are no other directors. On 16 February 2022, Nancy enters into a contract on behalf of CW with Marketing Guru Pty Ltd ("MG") for marketing services. On the day CW is formed on February 19, 2022: 1. CW enters into a contact with Cruz, Alexandria and Nancy to purchase the patent for $1,200,000. 2. Alexandria is responsible for finding investors. 10 people invest $2,000,000 (in the aggregate). 3. Alexandria finds out about the MG contract and tells the other directors she has a better marketing agency to use, and they should just ignore the MG contract. The company makes a protype of the machine which doesn't perform as anticipated. At a board meeting, Cruz becomes irate about the machine's failure and tells Nancy it is all her fault because she should have insisted on using solar power. Nancy is infuriated that Cruz has placed all the blame on her and throws her notepad at Cruz hitting him in the head and says, "I quit." PART A: Could MG enforce the marketing contract against CW. If, not, what other options were available to MG? PART B: Can CW recover the profit Cruz, Alexandria and Nancy made on the sale of the patent?

PART C: Was Nancy's purported resignation from the board effective in accordance with the Corporations Act? PART D: Can Cruz sue Nancy in connection with being hit by the notepad? PART E: Cruz has a bad gambling addiction. He loses all his money and files for bankruptcy protection. Does his personal bankruptcy impact his position at CW in any way?

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