Josh is a director of Sippy Soups, Inc.Josh opposes a contract that is in Sippy's best interest because Josh would like to enter into the contract for his personal benefit.Josh is liable for a breach of

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Josh is liable for a breach of the duty of loyalty. Directors owe a duty of loyalty to the corporation and its shareholders, which requires them to act in good faith and in the best interest of the corporation. By opposing a contract that is in the best interest of the corporation for his personal benefit, Josh is breaching his duty of loyalty.

Josh Is a Director of Sippy Soups, Inc