Pearl, Jade & Diamond decided to form a limited company. The company will be involved in the entertainment business providing models and dancers for the industry. In the meantime, they entered into a contract of employment with Tyra. Tyra is to act as their event manager. The terms of the contract states that Tyra will be paid RM10,000 a month and will continue to work with the company once the company has been formed, for a period of three years. Three months later, a company known as CayoteUgly Bhd (CUB) was formed. CUB’s MOA expressly states that the business of the company is to provide services for fashion and dance shows, promotional campaigns and product launches, talent casting and paperdoll shows. In their first Board of Directors’ (BOD) meeting, CUB decided to issue their shares to the public. In the same meeting, the directors have decided to terminate Tyra’s employment prematurely. Giselle subscribes 30,000 units of shares of CUB. Six months later, the BOD have decided that the company should venture into new businesses. The businesses that they have in mind are manufacturing and selling beauty products and liquor. For this purposes, CUB entered into a contract to purchase three pieces of land, to be developed into factories, from SlipperyWhenWet Sdn Bhd (SWW). The contract was entered into on the 1st of February 2004. Under the contract, SWW is to transfer the land to CUB on the 21st of March 2005 and CUB is to pay the purchase price (RM900,000) upon completion of the transfer. On the 1st of January 2005, Giselle found out about the contract between CUB and SWW and she is extremely unhappy with the company’s expansion plan as she is a muslim and doesn’t want to be associated with a company that manufacture and sells liquor. Based on the above facts, decide:
a. whether Tyra would be successful in her action against CUB for breach of contract; and b. whether Giselle would be able to restraint the company from carrying on the business of manufacturing...
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