Steel Oil is a private company, specialized in producing steel products for the oil industry. Steel Oil achieves an annual turnover of around 20 million. There is some 500k cash in hand. Joanne McNeil and Eric Blair are on the board of directors.

Article 2 of Steel Oil's articles of association reads as follows:

"The company's object consists of producing steel products, in particular (but not exclusively) for the oil industry, together with all acts of a commercial, financial and industrial nature, and to do all that is connected therewith or which may be conducive thereto, all to be interpreted in the broadest sense."

At a work-related conference, Eric runs into Milou Macron, board member of Novadic Ltd. Milou tells Eric all about a new, very promising development. Novadic is working on an industrial process that, according to Milou "in the near future", could turn sugar into plastics. These plastics, fabricated out of sugar, may be used to pack household products. Eric is convinced. He agrees to subscribe for (a big amount of) shares in Novadic, in his private capacity. Furthermore, he enters into an investment contract on behalf of Steel Oil. This contract provides for Steel Oil to invest some 8 million in Novadic. Eric does not consult his fellow board member Joanne. This is at odds with article 7.2 of Steel Oil's articles which states that "all investments" require an unanimous board resolution. Eric consciously decides not to inform Joanne, because he thinks Joanne "will block the investment unnecessarily". Milou agrees to keep it quiet for Joanne.

Just four months later, plastics out of sugar proves to be a futuristic illusion. Steel Oil's investment in Novadic is worth nothing. Then Joanne discovers the contract with Novadic. She wants to undo this contract. She thinks plastic out of sugar has nothing to do with Steel Oil's core business.

a) Is the subscription of Eric to the shares in Novadic in his private capacity a related party- transaction? Please motivate your answer.

b) Joanne brings the case to court. In the court case, Joanne, being the claimant, demands from the court to declare the investment contract between Steel Oil and Novadic void. Eric, the defendant, pleas the opposite: the contract is perfectly valid. Please present arguments in favor of Joanne and Eric under (a) English law and (b) Dutch law.