A, B C and D are sole directors and shareholders of EFG Company each holding 25% of the shares in the company. The articles of association

of EFG Company state that "the directors cannot enter into any contract on behalf of the company exceeding $30,000 without the agreement of all the shareholders’’.

B contracted on behalf of the company for $40,000 with Y Company without the agreement of the other shareholders. Which of the following is correct?

1. Y Company may enforce the contract against EFG Company

2. A, C and D may obtain an injunction to stop the contract being canted out

3. B may be liable to EFG Company for breach of duty.