Several years ago, Pauline and Paul Bonter decided to open a business selling overpriced juices. Pauline's uncle, Scott Pendley, helped them set up a company, which they called Boost'em Juices. Pauline and Paul were appointed directors and their three adult children were the sole shareholders. Scott was never formally appointed as an officer of the company, but Scott provided constant advice to Pauline and Paul who always did what Scott told them to.

Until recently, the company has operated very successfully. However, Boost'em Juices are increasingly finding it difficult to get customers to pay inflated prices for juice.

Pauline and Paul then receive some welcome news! Their major supplier of fresh and frozen fruit is selling frozen mangos for 70% off the usual price! Pauline and Paul agree that if they buy 5 000 kilograms of frozen mangos at the sale price of $15 000, they can turn around the business. Before proceeding, they agree to check with Scott at next week's AGM.

At the AGM, Scott agrees that it is a great idea to stock up on frozen mangos while they are cheap. However, it is clear from Boost'em Juices' financial report that the company cannot afford to buy that much stock. In fact, the business is in real financial trouble. To help save Boost'em Juices, Scott offers to purchase 5 000 kilograms of frozen mangos while they are on sale and sell them to Boost'em Juices when they are needed. Everyone at the AGM, including Pauline and Paul's children, agree with Scott's proposal.

Scott places an order of 5 000 kilograms of frozen mangos. Without discussing it with Pauline or Paul, Scott decides to purchase an additional 5 000 kilograms of frozen mangos for himself, which he intends to sell privately.

Before the frozen mangos are delivered, Boost'em Juices is unable to pay their lease and their landlord immediately takes action to wind up the company. Thinking that Boost'em Juices will no longer need the frozen mangos, Scott sells the entire order of 10 000 kilograms of frozen mangos to another juice bar for $90 000.

What, if any, breaches of directors' duties occur in the above scenario? If so, what potential remedies and/or liabilities may the director(s) incur?