Sally worked for many years as an investment banker in London. In 2021, she decided to retire from full-time investment banking and returned to New Zealand to live. She now works on a part-time basis for NZ companies who could benefit from her deal-making expertise. In early 2022, Sally accepted a part-time contract at Surf & Sun Ltd ('SSL'), a Raglan-based surfwear apparel manufacturer and retailer. SSL had decided it needed to increase the scale of its operations and hired Sally to assist it to acquire other NZ apparel businesses. Sally quickly identifies a range of exciting possibilities. The Board of SSL decides to proceed with the acquisition of Auckland UrbanWear ('AUW') and authorises Sally to negotiate and finalise, on behalf of SSL, a contract to acquire AUW for $3.5 million. Sally does this. The following week, the local paper in Raglan features a prominent article titled 'SSL's New Deal-maker seals UrbanWear purchase'. In the article, the managing director of SSL says that he is so pleased to have hired a prominent deal-maker like Sally to help grow SSL's business. Sally continues to look for other acquisition opportunities for SSL. She identifies the RugbyWear business, manufacturer of rugby apparel. The founder of RugbyWear wants to retire and is keen to move as quickly as possible to his holiday house. At a meeting with Sally, he presents Sally with a contract for SSL to buy RugbyWear. "Sally, you need to sign SSL up to this contract today, otherwise I will approach other interested buyers. Are you authorised to conclude this contract today?". Keen to secure the deal, Sally states that she has authority to act for SSL and signs the contract, writing on it that she is doing so on behalf of SSL. The next day, the All Blacks lose an international match, one of a number of recent losses. As a result of concerns about the state of rugby in New Zealand, public interest in rugby-related merchandise plummets. When Sally informs the board of SSL that she signed a contract on behalf of SSL to buy RugbyWear for $5.5 million, the board is not happy. "That's way too much to pay for RugbyWear, people have stopped buying rugby apparel because of the All Blacks!". SSL instructs its lawyers to write to RugbyWear, informing it that SSL is not bound by the contract because Sally had no authority to bind SSL to the contract. Jo, a 6% shareholder in SSL, learns of the unfortunate RugbyWear transaction and is incensed by the company's apparent deal-making incompetence. She tells SSL that she will call a meeting of shareholders of SSL to pass a resolution terminating Sally's consulting contract with SSL. Now answer the following questions:

(a) Is the contract to buy the RugbyWear business binding on SSL? (6 marks) (

b) Can Jo convene a meeting of SSL shareholders? Is her proposed resolution a legally valid resolution? (2 marks)

please help me

**** need correct answer ****