If you are the original writer of this essay and no longer wish to have your work published on LawTeacher.net then please: Our academic writing and marking services can help you! 16 January 2009. 's analysis is consistent with the majority's rejection of an independent right to an account of profits, but both may be doubted. 215, 241Google Scholar. 701, 720, per Lord Hatherley, L.C. At best, atrustee who relied on a fellow-trustee would be jointly liable, but entitled to an indemnity. D. 286; Wright v. Vanderplank (1856) 8 De G.M. 1471. page 143 note 17 As, for example, a solicitor's charging clause in a will: see Re Llewellin's Will Trust [1949] 1 All E.R. 76 Unfortunately, many articles (including the provisions made in Table A from 1856 to 1929) provide for the removal or punishment of a director who fails to disclose an interest to the rest of the board, without indicating whether this is sufficient to validate the contract. Ltd. (1890) 59 LJ.Ch. 73 Cavendish Bentinck v. Fenn (1887) 12 App.Cas. 199. 13 Cf. there must presumable be disclosure to the members as well. 519, 525. Cas. Cf. v. Hudson (1853) 16 Beav. v. Kelk (1884) 26 Ch.D. where the general meeting was held able to ratify the directors' acts in borrowing in excess of the limit imposed on their powers by a provision in the company's articles, the company's power to borrow being unrestricted. 1, para. Generally, however, the Table A articles dealing with directors' duties require only disclosure to the board and not, additionally, the obtaining of the board's consent. 61; Ex p. James (1803) 8 Ves. re cape breton co 1885 case summaryrolling a ball under your feet benefits. FIDUCIARY DUTIES Flashcards | Quizlet 89 Robinson v. Randfontein Estates Gold Mining Co. Ltd. [1921]Google Scholar A.D. 168 (where one director completely dominated the board); G. E. Smith Ltd. v. Smith [1952]Google Scholar N.Z.L.R. for in that case, although the proceedings were against the directors, they were not for breach of duty to the company qua directors. 286. 654, 673, per Bowen L.J. 409; Dovey v. Cory [1901]Google Scholar A.C. 477; note 43, supra. As to the effect of S.310 in avoiding duty-exempting provisions in a company's articles see Gregory, , The Scope of the Companies Act 1948, Section 205 (1982) 98 L.Q.R. 708Google Scholar. Just as the majority cannot prevent a minority from suing in respect of a fraud on the minority, nor should the majority be able to authorise the directors to perform acts which would otherwise amount to a fraud in this way. 485, 500. Cf. 653. 28 See, e.g., Re Cardiff Savings Bank, Marquis of Bute's Case [1892] 2 Ch. Re Liverpool Household Stores Assn. 5 H.L. Cannon v. Trask (1875) L.R. Millers (Invercargill) Ltd. v. Maddams [1938]Google Scholar N.Z.L.R. Maitland, Equity, 2nd ed., by Brunyate, (Cambridge, 1936), p. 88.Google Scholar Charitable trustees are a regular exception to the requirement of unanimity. & C.C.C. Subsequently the company went public and the original board of directors was replaced. 409; Dovey v. Cory [1901]Google Scholar A.C. 477; note 43, supra. Cf. 123, 127.Google Scholar. page 141 note 9 See the cases cited at n.98; but cf. Board of Trade: (Alien immigration) Reports on the volume and effects of recent immigration from eastern Europe into the United Kingdom. 454 (equitable release of equitable right). (London, 1840); G. Taylor, Practical Treatise on the Act for the Registration, Regulation and Incorporation of Joint Stock Companies (London, 1847). But undue influence may be shown to exist in fact: Robinson v. Randfontein Estates Gold Mining Co. Ltd., 1921Google Scholar A.D. 168. A modern variant reads: If we pay in peanuts, we must expect to get monkeysThe Observer, December 18, 1966Google Scholar. ; Re Sharpe [1892] 1 Ch. Buckley L.J. This is also the position in Australia: Legione v. Hateley (1983) 57 A.L.J.R. 4 Ch.App. Is it because he once was a trustee in the full technical sense? Title: In March 2006 Fiona and Graham agreed to promote a company to be called Tidy plc, which would provide cleaning services to schools and colleges. Co. Ltd. [1925]Google Scholar Ch. 618, 621; Re Dover Coalfield Extension Co. [1908] 1Google Scholar Ch. The penal provisions of s. 199 of the Companies Act 1948 perpetuate this duplicity, although they make it clear that the equitable rules are unaffected. Salomon v Salomon & Co Ltd [1897] HL took the view that if the board was not independent, disclosure of all material facts should be made to the original shareholders. 619: 8 directors, 2 trustees, 3 public officers (for the purposes of litigation). 43 Re Mercantile Trading Co., Stringer's Case (1869) L.R. Has data issue: false page 130 note 59 See MacDougall v. Gardiner (1875) 1 Ch. 9 Cf. You can search by the SCC 5-digit case number, by name or word in the style of cause, or by file number from the appeal court. 1 Charitable Corpn. Alternatively there might be an action for fraud or under the Misrepresentation Act 1967[15] subject to an investigation of Grahams misstatements as to the value of the chairs. 787. Total loading time: 0 re cape breton co 1885 case summary - swhouston.org 412Google Scholar; Harris v. A. Harris Ltd., 1936Google Scholar S.C. 183; Baird v. J. Baird & Co. (Falkirk) Ltd., 1949Google Scholar S.L.T. 100; Re Forest of Dean Coal Mining Co. (1878) 10 Ch.D. } The explanation is that the trustees in these early companies were simply in the position of holding trustees, who exercised no discretion but simply did what the directors ordered. 76 Unfortunately, many articles (including the provisions made in Table A from 1856 to 1929) provide for the removal or punishment of a director who fails to disclose an interest to the rest of the board, without indicating whether this is sufficient to validate the contract. Most obviously, where a promoter is selling property to a company, he must ensure that he discloses any profit that he is making on the deal. Apart from the fact that none of the reported cases uses this reasoning, there is the difficulty that early corporations were competent to alienate without restriction as to corporate purpose (Mayor of Colchester v. Lowten (1813) 1 V. & B. 187993, Parliamentary Papers (1844), Vol. D. 400. 286Google Scholar. & G. 19, 34; Overend & Gurney Co. v. Gibb (1872) L.R. 800Google Scholar; Leeds Estate Building & Investment Co. v. Shepherd (1887) 36 Ch.D. 87Google Scholar. 27.21.3. page 144 note 25 [1973] 2 All E.R. 66 e.g., Learoyd v. Whiteley (1887) 12 App.Cas. 586, 593, per RomiUy M.R. 212. page 139 note 98 See Re Cape Breton Co. (1885) 29 Ch. 11 See the discussion of the practice of four insurance companies in the Report of the Select Committee on Joint Stock Companies of 1844, Evidence, Qs. & C.C.C. 47 Bell Houses Ltd. v. City Wall Properties Ltd. [1966]Google Scholar 2 W.L.R. page 129 note 55 See, for example, Ajayi v. R. T. Briscoe (Nigeria) Ltd, supra. In the case Phonogram Ltd v Lane (1982)[8] pre-incorporation financial transactions took place in connection with the formation of a pop group and a management company.

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