Law Revision

She c be for her receive self enliven and has non take on a new carrefour chance to FAA Case Re Come 191 1 F biteion A father had been aided in his business by his sanction son. After the fathers death, the mother transferred the business as locateds to that guerr liverya son. After her death, the elder son seek the transfer Of those as stipulates back into her estate, saying that in the absence of her having taken independent advice, the young sons position brought an implication of undue influence.Directors fiducial duties are owed only to the troupe, non to the soul share holders. Case Percival v Wright 1902 Facts Percival wished to stock his shares in the confederacy and wrote to the alliance monument asking if he knew f anyone willing to buy. After negotiations, the chairman of the wag of film conductors arrange the purchase of 253 shares, 85 for himself and 84 for individually of his fellow theater directors at a terms based on Percival valuation of the shares. The transfers were pass by the board and the trans serves completed.Soon afterwards, Percival find that prior to and during the negotiations for the sale of his shares, another person was negotiating with the board for the purchase of the whole telephoner and was offering various sets for shares, all of which exceeded the price paid to Percival. Percival then brought n action against the directors asking for the sale of his shares to be set aside for non-disclosure. Held The directors are not commitee for the individual shareholders and may purchase t heritor shares with start disclosing that they are negotiating for the sale of the entire partnership. zany has not informed to the board of FAA when she set up a company called Cure Life Ltd (CLC) and nonplus majority shareholder. Case The board of trustees of the Saba founding & Ors v Dates Seed chick lay in Seed Mohamed & nor 1 999 A fiducial is someone who has undertake to act for or on behalf of another i n a finical tater in circumstances which attain rise to a relationship of trust and confidence. The distinguishing arrangement of a fiduciary is the obligation of loyalty. The principal is entitled to the single minded(p)(p) loyalty of his fiduciary This core obligation has several facts.A fiduciary must(prenominal) act in effective creed he must not founder for his induce benefit or the benefit of a third person without the informed assume Of his principal. This is not intended to be an double-dyed(a) list, but it is sufficient to indicate the nature of fiduciary obligations.. They are the defining characteristics of the fiduciary E is not subdue to fiduciary obligations because he is fiduciary it is because he is subject to them that he is a fiduciary. The key fide carry obligations of the directors are To act Boniface in the engage of the company Directors are take to act Boniface for the benefit of the company as a whole.The Act in like manner imposes similar avocation on directors SSL 32 (1) Case Re Lee Barrens Ltd 1932 Facts A dispute arose over the purchase by the company of pension policies for the benefit of employees and their spouses. It was claimed that the specific policy issued was a misuse of the directors office staff. Held The examine set out a cardinal part test for determining whether the directors were use their powers properly (1) Was the transaction entered into in good faith? (2) Was the transaction reasonably incidental to the carrying on of the companys business? (3) Was the transaction do for the benefit of the company and to promote its prosperity? 1) No (2) NO (3) Yes TO object lesson their power under the companys constitution for proper map Because directors are fiduciaries they move only exercise powers given to them for the purpose for which those powers were given and for no other purpose or which those powers were given and for no other purpose, and the exercise of a power for an improper purpose can be challenged even if the directors good faith is not in question To rescind conflict of interest and not to cyberspace from their position In the situation, fruity has proposed FAA enters into a announcement with CLC to buy supplies of the organic production drink product for resale.The board agrees and as part of the look at Fruity negotiates with the board that she will be paid RUMOR,000 guidance because she drew the boards attention to this new product opportunity. The board of FAA did not know that Fruity is the majority shareholder of CLC. There is a conflict of interest between the both position Managing Director of Freshness eer miserable Bad and as the majority shareholder of CLC. Fruity also has set up the price for commission of RUMOR,OOH to baffle attention towards the new product opportunity.Case Aberdeen railroad line co v Blaine Brose 1843-60 Facts The railway company agreed to buy chairs from a partnership, Blaine Brose. Blaine, a member of the partn ership was also a director of the company. When the partners tried to enforce the contract the company successfully claimed that the contract was avoidable owing to the directors conflict of interest. Held Lord adult female said His duty to the company compel on him the obligation of obtaining these iron chairs at the lowest possible price.His personal interest would let him in an entirely reverse gear direction would induce him to fix the price as high as possible. This is the in truth evil against which the rule is directed. A director has a duty not to make a personal realise out of his connection with the company. This rule applies even if no loss is cope withed by the company. However, if he does he must count for the increase to the company. Fruity has make a personal profit in connection with FAA and CLC. The FAA may suffer no loss due to FAA makes big profits selling the organic spurt product.Case Industrial Development Consultants Ltd v Cooley 1 972 Facts The man aging director of IDS attempted to secure a contract on Ids behalf with the Eastern Gas Board. KGB indicated to him that they were not prepared to deal with IDS but talent be prepared to contract with the director (Cooley) personally. Cooley then represented to IDS that he was ill and was allowed to terminate his contract t compendious notice. He then negotiated with KGB and obtained the consultancy for himself. Held He must account to IDS for the profit he obtained for the contracts.He was in breach of duty and it was immaterial that IDS could not have obtained the contract itself. Case establish v Deeds 1 91 6 Facts collar directors of the Toronto Construction Co Ltd were supposed to be negotiating a construction contract on behalf of the company. Instead they formed another company and took the Contract for themselves. They were holders of 75% of the share detonating device of Toronto Construction, and used this charity to pass a resolution at general come across that the c ompany had no interest in the contract.Held A director can normally keep a personal profit the company consents, but this consent is incapacitate if the director concerned controls the voting at general concussion. This was fraud on the minority. segment 131 (1) requires a director who is directly or indirectly interested in a contract with his company to declare speedily the nature of that interest at meeting of directors. Section 132(1) imposes a broad duty on directors at all the time to act honestly and exercise tenable diligence in the exercise of heir power and the discharge of the duties of their office.This is based on a question of fact caseful Yen Hinge enterprise Sad Bad v Dates Dry Eng pooh Aka 1 988 Regarding the suck out of the meaning of honesty, the case of Multi Pack capital of Singapore pet Ltd ( In Receivership ) v interact Ltd & Ors 1994 explains that this does not mean that the directors had acted fraudulently, it means that he must act bona fide in the interests of the company and that in exercising his creation, the director should act only to promote and advance the interest of the company. Misuse of confidential information