T, B, C, D and E set up a company, FJC Pty Ltd, which is governed by the replaceable rules in theCorp. Act.E became its sole director. Each of them owns 20% of the ordinary share capital of the company.

The club is very profitable and E now wants to open restaurants where jazz is played. To help with this, she says the company needs $1.5million and this should be raised through an issue of shares, because the company already has a lot of debt. B hates the idea of FJC opening restaurants because he thinks it will ruin the reputation of FJC, so he refuses to buy any new shares. D and C agree with B, but in any case, can't afford to buy any extra shares in the company. E doesn't want T to increase his shareholding in FJC because, unlike C, D and B, T has always disapproved of E's way of running the company. E therefore decides that she will take up some of the new shares herself and the rest is offered to people who she has met in an online music chat room. T is not offered any shares. All of the $1.5million is raised.

T is very unhappy and he seeks your advice about his rights under s 140, s 232 - 234 and s 461.From these, choose and then discusstwoways that T could bring legal action against the company with regard to the share issue, and advise whether you think he will be successful.