**(a) Controlling Act**
*Corporations Act 2001* (Cth)

**(b) Directors' duties provisions engaged**
* **Section 180 (Care and diligence):** A director must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would. Continuing to incur debt with no prospect of repayment fails this objective standard.
* **Section 181 (Good faith and best interests):** A director must exercise their powers in good faith in the best interests of the company and for a proper purpose. Diverting a profitable contract away from the primary company breaches the fundamental fiduciary obligation to act in the company's best interests.
* **Section 182 (Improper use of position):** A director must not improperly use their position to gain an advantage for themselves or someone else, or to cause detriment to the company. Diverting the corporate opportunity (the customer contract) to a separate, personally-owned company engages this liability.
* **Section 183 (Improper use of information):** A director must not improperly use information obtained by virtue of their position to gain a personal advantage or cause detriment to the company. Utilizing knowledge of the customer contract to divert it engages this provision.

**(c) Insolvent trading provision engaged**
* **Section 588G (Director's duty to prevent insolvent trading by company):** A director is personally liable if they fail to prevent the company from incurring debt (ordering stock on credit) when the company is insolvent (unable to pay its debts as they fall due) or becomes insolvent by incurring that debt, and there are reasonable grounds for suspecting that the company is insolvent (evidenced by the lack of funding and the explicit warning from the bookkeeper).