Attorney-General’s Reference (No. 2 of 1982): CACD 1984

Two men were charged with theft from a company which they wholly owned and controlled. The court considered the actions of company directors in dishonestly appropriating the property of the company, and whether since the title to the goods was transferred, the goods had remained the property of the company.
Held: The actions of the directors were ultra vires. The principle that the dishonesty of the directors was not to be imputed to the company applied also in criminal law. The issue of dishonesty was for the jury. Where as here there was an effective identity between the dirtector appropriating the property and the company, whether the acts were ultra vires in the context of the company’s articles of association was not conclusive. The acts of the defendants could amount to stealing.
The decision in Belmont Finance ‘directly contradicts the basis of the defendants’ argument in the present case. There can be no reason, in our view, why the position in the criminal law should be any different’.
Kerr LJ
[1984] QB 624, [1984] 2 WLR 447, [1984] 2 All ER 216, (1983) 78 Cr App R 131, [1984] Crim LR 241, [1984] BCLC 60
Theft Act 1968 2(1)(a) 2(1)(b)
England and Wales
Citing:

  • Cited – Tesco Supermarkets Ltd v Nattrass HL 31-Mar-1971
    Identification of Company’s Directing Mind
    In a prosecution under the 1968 Act, the court discussed how to identify the directing mind and will of a company, and whether employees remained liable when proper instructions had been given to those in charge of a local store.
    Held: ‘In the . .
    [1971] CLY 10538, [1972] AC 153, [1971] 2 WLR 1166, [1971] 2 All ER 127, [1971] UKHL 1
  • Applied – Belmont Finance Corporation Ltd v Williams Furniture Ltd CA 1979
    The company directors operated an elaborate scheme to extract value from Belmont by causing it to buy the shares of a company called Maximum at a considerable overvalue. This was a breach of the fiduciary duties of the directors. They sought to . .
    [1979] Ch 250, [1978] 3 WLR 712, [1979] 1 All ER 118

Cited by:

  • Approved – Director of Public Prosecutions v Gomez HL 3-Dec-1992
    The defendant worked as a shop assistant. He had persuaded the manager to accept in payment for goods, two cheques which he knew to be stolen. The CA had decided that since the ownership of the goods was transferred on the sale, no appropriation of . .
    Gazette 03-Mar-93, Times 08-Dec-92, [1993] AC 442, [1992] UKHL 4, [1993] 1 All ER 1
  • Cited – Prest v Petrodel Resources Ltd and Others SC 12-Jun-2013
    In the course of ancillary relief proceedings in a divorce, questions arose regarding company assets owned by the husband. The court was asked as to the power of the court to order the transfer of assets owned entirely in the company’s names. The . .
    [2013] UKSC 34, [2013] WLR(D) 237, [2013] 3 FCR 210, [2013] 4 All ER 673, [2013] Fam Law 953, [2013] 2 FLR 732, [2013] BCC 571, [2013] 2 AC 415, [2013] WTLR 1249, [2013] 3 WLR 1, UKSC 2013/0004
  • Cited – Jetivia Sa and Another v Bilta (UK) Ltd and Others SC 22-Apr-2015
    The liquidators of Bilta had brought proceedings against former directors and the appellant alleging that they were party to an unlawful means conspiracy which had damaged the company by engaging in a carousel fraud with carbon credits. On the . .
    [2015] UKSC 23, [2015] WLR(D) 182, UKSC 2013/0206, [2015] 2 Lloyd’s Rep 61, [2015] 1 BCLC 443, [2015] 2 All ER (Comm) 281, [2015] BVC 20, [2015] 2 WLR 1168, [2015] BCC 343, [2015] 2 All ER 1083

These lists may be incomplete.
Updated: 02 December 2020; Ref: scu.214197

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