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Diversion of Corporate Opportunity

Regal (Hastings) Ltd v. Gulliver, [1967] 2 A.C. 134 HL

ISSUE:

Had the directors breached their fiduciary duties to Regal?

RULE:

If a director buys shares inside the company at a maximum which he has traded at a profit, he must justify for such profit or if a director of one company enters into a contract with any other company and if any benefit has happened, then it is the fiduciary duty of the director to return the profit to the company.

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Diversion of Corporate Opportunity

Vaishnav Shorilal Puri v. Kishore Kundan Sippy, (2006) 6 Comp LJ 74 (Bom)

ISSUE:

Whether the diversion of the Contship agency from SSTS to Seaworld amounted to a breach of fiduciary duty on the part of Puris as Directors as referable to Section 88 of the Indian Trust Act?

Whether the alleged conduct of Puris amounted to the oppression of Sippys within the meaning of Section 397 or that it led to mismanagement of SSTS and SSCO within the meaning of Section 398 of the Companies Act?

RULE:

The general rule to test the violation of this principle is to see the relation between the Company’s LOB and the opportunity’s relation to it and to see the scope of the company utilizing the opportunity.

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Diversion of Corporate Opportunity

Bhullar v. Bhullar (2003) EWCA Civ 424

ISSUE:

Whether the directors breached their fiduciary duty by purchasing property for their own?

RULE:

A breach of fiduciary duty occurs when the fiduciary acts in the interest of themselves, rather than the best interest of the employer or principal. A fiduciary’s actions must be free of conflicts of interest and self-dealing. As a fiduciary, you can’t use the principal for your own personal advantage.

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Diversion of Corporate Opportunity

Foster Bryant Surveying Ltd v. Bryant, Savernake Property Consultants Ltd, [2007] EWCA Civ 200, [2007] BCC 804

ISSUE:

Whether the director violated his fiduciary duties?

RULE:

A fiduciary relationship ends until the relationship that gave rise to it has been determined. After the relationship is established, the director is generally free of the ongoing responsibilities that characterize a fiduciary relationship. Acts performed by the directors when the employment contract is in effect but in preparation for competition after it ends are not inherently a violation of the implied term of allegiance and fidelity.

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