The court considered a company’s articles of association which excused a director taking an interest in a contract with the company. The court treated the general exclusion of the self-dealing rule in the Articles as subject to the duty of the director to declare his interest in a transaction to be entered into by the company. The self-dealing rule was not excluded by the Articles, if the director’s interest was not disclosed in accordance with the Articles. The burden lies on the director to show that he made the necessary declaration. Vinelott J said: ‘a patch may be intentionally larger than the visible hole to which it is applied.’
Judges:
Vinelott J
Citations:
[1988] BCLC 104
Jurisdiction:
England and Wales
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 . .
Cited – Ultraframe (UK) Ltd v Fielding and others ChD 27-Jul-2005
The parties had engaged in a bitter 95 day trial in which allegations of forgery, theft, false accounting, blackmail and arson. A company owning patents and other rights had become insolvent, and the real concern was the destination and ownership of . .
Cited – Hanoman v London Borough of Southwark CA 12-Jun-2008
The claimant had exercised the right to buy his flat from the defendant. After the lease had been executed he sought to assert that the price should have been further reduced to allow for rent disregarded by the defendant because it been covered by . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 27 June 2022; Ref: scu.187426