Andy recently had a serious discussion with Barney and Cathy (both Directors) regarding buying a 30% share of their company, Fly High Pte Ltd. Andy was hesitant to invest so much money into their company. To entice Andy to commit to buying the shares, Barney and Cathy promised to give Andy a job for an extended period of time. They promised to appoint him as the Senior Manager of Business Operations since Andy had previous experience with large multi-national corporations.
Before Andy invested in the company Barney and Cathy got shareholder approval to amend the constitution to show that Andy would from the time that the contract had been signed be the Senior Manager of Business Operations for a period of 10 years.
Based on this, Andy bought 30% of the shares in the company.
After six months, Barney and Cathy noticed that Andy rarely showed up to work and showed very little concern about the company’s affairs as he was often flying around Asia and having a good time. Barney and Cathy called for a general meeting but did not notify Andy as they were certain he would not make an appearance.
Andy also ordered furniture for his office costing $75,000.
At the general meeting, the shareholders voted to change the constitution and remove Andy from his position.
When Andy returned, he became very upset and wishes to take action against the 2 directors and the company.
Required:
Please advise Andy regarding any legal issues arising from the facts above, citing relevant case law and legislation.
Advise the company whether it is bound to pay for the furniture ordered by Andy.