Tamu Baru Sdn Bhd is a private limited company whose sole object is the manufacture of boat. Recently, the board of directors decided to expand its business to venture into poultry farming. Pursuant to this decision Tamu Baru Sdn Bhd purchased and obtained delivery of 20,000 chickens from Ayam Sdn Bhd at a cost of RM1.25 million. They are contemplating purchasing another 20,000 chickens in three months' time. Carol, a member of Tamu Baru Sdn Bhd, is completely opposed to the idea of poultry farming as it is outside the scope of the objects of the company. Advised Carol on the following:
(a) whether the contract of Tamu Baru Bhd to purchase chickens from Ayam Sdn Bhd can be challenged on the ground that it is outside the objects clause of the company and she could have the transaction set aside;
(b) whether she could successfully obtain an injunction against any party to prevent the contemplated purchase of another 20,000 chickens in three months' time; and
(c) whether she could take legal action against any person to make that person compensate the company for any loss resulting from the purchase of the chicken.
(a) whether the contract of Tamu Baru Bhd to purchase chickens from Ayam Sdn Bhd can be challenged on the ground that it is outside the objects clause of the company and she could have the transaction set aside;
(b) whether she could successfully obtain an injunction against any party to prevent the contemplated purchase of another 20,000 chickens in three months' time; and
(c) whether she could take legal action against any person to make that person compensate the company for any loss resulting from the purchase of the chicken.
