Teboho is the director of FruitCo Pty Limited (FruitCo), a company that exports citrus fruit from Mpumalanga in South Africa to Europe. Fruitco is running out of land for its orchards. In order to remain competitive, the company must expand the number of fruit trees that it plants. The company therefore begins negotiating with the neighbouring farmer, Peter, to purchase a large piece of land owned by Peter. However, Peter refuses to sell the land to FruitCo on the basis that FruitCo's operations are not ecologically sustainable, as it uses excessive water resources. Teboho resigned from FruitCo and incorporated a company, Growfast Pty Limited. Teboho was one of five directors of Growfast, and she owned a number of shares in Growfast. Growfast approached Peter with an offer to purchase the land bordering FruitCo. After extensive negotiations, Peter sold the piece of land to Growfast. Growfast contacted FruitCo, and offered the latter the land at a much higher price than it had paid Peter for the land. FruitCo agreed and purchased the land. When FruitCo discovered that Teboho was a director of Growfast, it claimed that Teboho had breached the duties that she owed to FruitCo, and demanded repayment of all the profits that Growfast had made on the deal.

Advise FruitCo of their chances of success against Growfast and /or Teboho. In your answer, you must also consider whether Teboho can defend any action brought by FruitCo on the basis of the corporate veil. Refer to all relevant sources of law.(7 marks)

(As a guideline, your answer should be approximately a page in length, excluding headings.)

provide a well-structured legal opinion to the clientbased on the legal principles of South African law.

The answer should include the following:

1. The correct identification of the legal issues;
2. Setting out of the relevant legal principles;
3. An application of the relevant legal principles to the facts in the scenario; and
4. A well-considered legal opinion and conclusion.