Equity and Trusts Law Problem Question Watch

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Hello! I'm an undergraduate studying LLB law and have an problem question for Equity and Trusts. I really don't understand what the question is asking me, here it is:

Cathy was one of four people on the board of directors of Marmot Media, a company that commissions television series and films. In 2015 Duncan, an independent director, presented a proposal to the Marmot Media board of directors for a six episode television series that aimed to use an entertaining method to teach children and teenagers how to cook nutritious and delicious food, using easily sourced ingredients that could be obtained within a strict budget.

Cathy and two other directors voted in favour of commissioning the series, but the rules governing Marmot Media’s board decisions on commissioning television programmes required unanimity, so the board turned down Duncan’s proposal.
Three months later, Cathy resigned from the board of Marmot Media, telling the other board members that she needed to reduce her commitments to look after her elderly mother. In fact, Cathy’s mother had died the year before. A month after resigning, Cathy and Duncan set up DC Ltd, a television production company.

With the help of a bank loan, they produced the cooking series and sold it to the BBC and to schools across the UK. The series has been a great success. Cathy and Duncan have made millions of pounds in profits.

Citing and explaining relevant case law, advise Edgar, a shareholder and board member of Marmot Media, whether an action against Cathy and DC Ltd to account for the profit made from the series will be successful.

Please help!!

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