In order to establish breach of the fiduciary dealing rules, the company does not have to prove that it would not have entered into the transaction if there had been compliance by the director with the fiduciary-dealing rules and he had made disclosure of his interest in the transaction.
Lord Thankerton said: ‘When a party, holding a fiduciary relationship, commits a breach of his duty by non-disclosure of material facts, which his constituent is entitled to know in connection with the transaction, he cannot be heard to maintain that disclosure would not have altered the decision to proceed with the transaction, because the constituent’s action would be solely determined by some other factor, such as the valuation by another party of the property proposed to be mortgaged. Once the Court has determined that the non-disclosed facts were material, speculation as to what course the constituent, on disclosure would have taken is not relevant.’
Lord Thankerton
(1934) 3 DLR 465, [1934] 2 WWR 545, [1934] UKPC 25
Bailii
Canada
Cited by:
Cited – DEG-Deutsche Investitions und Entwicklungsgesellschaft mbH v Koshy and Other (No 3); Gwembe Valley Development Co Ltd (in receivership) v Same (No 3) CA 28-Jul-2003
The company sought to recover damages from a director who had acted dishonestly, by concealing a financial interest in a different company which had made loans to the claimant company. He replied that the claim was out of time. At first instance the . .
These lists may be incomplete.
Updated: 09 July 2021; Ref: scu.187435
