Question
Rounder Tyres Pty Ltd was a company that conducted a tyre wholesale business. The Racer family held all the shares in the company and Tom
Rounder Tyres Pty Ltd was a company that conducted a tyre wholesale business. The Racer family held all the shares in the company and Tom Racer and his wife Sally were directors. The company had not been doing very well for some months as there was fierce competition in the tyre market. In spite of this the board of directors kept on allowing the purchase of more tyres to store in the warehouse. It was clear that the last few orders could not be paid when the time for payment was due. At the time when the company was in a financially precarious position, the company granted a 5 year lease of the premises it owned at a fixed rent substantially below current market value to two of its directors. The lease contract included an option in favour of the tenants (directors) to buy the premises again at a fixed price substantially lower than the market value. The granting of the lease together with the option was authorised at a general meeting of the shareholders of the company. Five months after the lease was granted the company went into liquidation. The creditors are very upset as they believe the lease should not have been granted and they want to take action against Rounder Tyres Pty Ltd. Required: With reference to relevant legal principles use the IRAC legal problem-solving approach to advise Explain whether the directors breached any of their duties owed to the company? If so discuss the defences (if any) that may be available to them.
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