Publico Ltd (Publico) is a medium-sized investment company. The company has three directors, Paul, Tait and George, with Paul being the managing director and Tait the chief finance officer. The primary activity of Publico is investment in real estate on the outskirts of Sydney. On 8 September 2012, Tait, on behalf of Publico, approached Green Ltd, a large national company interested in land development, with a view to the two companies entering into a joint venture to acquire and develop a block of land in the vicinity of Sydney.
After two weeks preliminary negotiations, Green Ltd, impressed by Tait's extensive knowledge of the Sydney property market and his business acumen, indicated that it was unwilling to deal with Publico, but it would deal with Tait personally.
The following Monday, Tait caught up with Paul at lunch break and told Paul about Green Ltd's intention to form a joint venture with himself. Paul said 'you should make most of the opportunity' and wished him good luck.
In November 2012, Tait incorporated a company, Whisper Ltd, which together with Green Ltd, acquired land in the vicinity of Sydney for development purposes.
In early 2013, Tait told the Publico board that he was too busy with his own company Whisper Ltd and that he would become less involved in the affairs of Publico, leaving the management of the company to other two directors. To this arrangement Paul and George did not indicate any objection.
Last week, Tait received a phone call from an angry creditor, demanding Publico to pay money owed to him. After a little investigation, Tait realised that Publico has become insolvent.
Advise Tait and other directors of Publico Ltd as to whether they have breached any directors' duties they owe to the company.