Vino Pty Ltd (VP) is a medium sized and successful proprietary company based at Sippy Downs, Queensland.VP has a constitution consisting entirely of the replaceable rules.It also employs 27 full time staff with up to another 40 seasonal part time staff.VP also has annual consolidated gross operating revenues of $13 million and consolidated gross assets of $65 million.VP is, principally, in the business of manufacturing fine wines and wine and related products from its large winery.

There are four directors of the company: Mrs Victoria Trumper who is the Chair, Mrs Madison St John who is the CEO, Mr Andrew D'ath and Mr Rex Raj.Andrew and Rex are Non-Executive Directors.Rex formally resigned as a director of VP in 2018 to start his own business.However, his business became insolvent and Rex became an undischarged bankrupt.He rejoined the board of VP in May of last year, but was not formally appointed.Rex took up where he left off.He attended all meetings of the board, took an active part in discussions and voted on resolutions.He was also paid director fees.Rex was not an employee and held no other office within the company.

The board of VP were approached, in July 2019, by Doctor Cooper of CCU with an unsolicited and confidential proposal for the exclusive manufacture and use of his wine cask invention.While standard wine casks generally ensure the contents a 12 month use-by-date, his Long Life Cask enabled wine to be consumed 20 years after casking, even if opened and resealed.The VP board were the only ones to have knowledge of the invention at this time.The full board briefly considered the proposal at its regular monthly meeting.However, given its complex scientific nature and the fact they had never received a similar proposal before, Rex Raj suggested that he personally liaises with Dr Cooper and determine its benefits, in detail, and report back in six months.Rex's suggestion was unanimously accepted.

In six months, Rex reported back with a recommendation that VP not take up the offer as it was too speculative a venture with no certainty of success even though VP bottled and casked their own wines.Without a written report and with little discussion, the board resolved to advise Doctor Cooper that no action be taken on his proposal.At the next monthly board meeting, Rex resigned.Very soon after his resignation, he was discharged from his bankruptcy. Rex then immediately set up his own business and exploited the Dr Cooper design.The manufacture of the new cask proved to be very successful from the outset and Rex's new business quickly made a seven figure profit exporting his product to the world.

The board and membership of VP discovered Rex's success.The board resolved to take action against Rex.A representative of BV comes to you for advice.Advise the VP board in relation toissues related to Rex's alleged breaches of Company Law including General and Statute Law Duties of Avoiding a conflict of interest and related statutory provisions and defences and remedies. Do not discuss other duties in detail ie Duty of Care, Good Faith, Proper Purpose, Retaining Discretion ss 180 to 181. USE IRAC FOR ANSWERING QUESTIONS.