The claimants sought damages from the defendant. He had been employed to manage their horse-racing activities, and it was alleged that he had made secret profits. The defendant denied any dishonesty, saying all matters were known to the deceased principal of the claimants.
Held: The defendant had withheld disclosure of his possible personal interests in some transactions. However, the relationship was not one which gave rise to such a conflict as to impose on Mr Penfold the legal onus of demonstrating that it was a fair dealing.
The Hon Mr Justice Richards
[2004] EWHC 2993 (Ch)
Bailii
England and Wales
Citing:
Cited – Ex parte Bennett 1805
(Year) The rule against self-dealing applies even if the fiduciary duty acts in the purchase only as an agent for others. . .
Cited – York Buildings Co v Mackenzie SCS 8-Mar-1793
Purchase by Common Agent at Auction Voidable
The defendant was the ‘common agent’ for the sale of the assets of an insolvent partnership and purchased some of the assets at a judicial auction.
Held: The purchase was voidable, even though it was made at a sale by auction.
Who bears . .
Cited – Mothew (T/a Stapley and Co) v Bristol and West Building Society CA 24-Jul-1996
The solicitor, acting in a land purchase transaction for his lay client and the plaintiff, had unwittingly misled the claimant by telling the claimant that the purchasers were providing the balance of the purchase price themselves without recourse . .
Cited – Aberdeen Railway Co v Blaikie Brothers HL 1854
The plaintiff needed a large quantity of iron chairs (rail sockets) and contracted for their supply over an 18-month period with Blaikie Bros a partnership. Thomas Blaikie was the managing partner of Blaikie Bros and a director and the chairman of . .
Cited – Ex parte Moore 1881
The rule that a company director may not have an interest in a contract with the company applies even if if he is only acting as an agent for another. . .
Cited – Transvaal Lands Co v New Belgium (Transvaal) Land and Development Co 1914
A director has a duty to account for any secret profit if he has an undisclosed and unapproved conflict of interest. The rule against self dealing applies to cases where the fiduciary has conflicting duties to each of the contracting parties. . .
Cited – Ex parte Forder CA 1881
A sale of part of the property of the bankrupt was made by a trustee in bankruptcy to two buyers, one of whom was the trustee’s under-age son. The contract was not binding on the son for his minority, and the sale was also at an undervalue.
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 – Farrar v Farrars Ltd CA 1888
The mortgagor of a quarry defaulted, and the mortgagees took possession. They were unable to sell the quarry, but formed a company which bought the quarry at a proper value. The mortgagor sought to set aside the sale.
Held: A mortgagee in . .
Cited – Bray v Ford HL 1896
An appellate court’s power to order a new trial is conditional on ‘some substantial wrong or miscarriage’ being established.
Lord Hershell said: ‘It is an inflexible rule of the court of equity that a person in a fiduciary position, such as . .
Cited – Liles v Terry 1895
The court considered the situation of a gift by a client to her solicitor’s wife. . .
Cited – Deg-Deutsche Investitions Und Entwicklungsgesellshaft Mbh v Koshy and Others CA 20-Feb-2001
The effect of revocation of a party’s emergency civil legal aid certificate was that he was to be deemed never to have been an assisted person. Accordingly where two costs orders had been made in interlocutory proceedings, and the defendant had been . .
Cited – JJ Harrison (Properties) Ltd v Harrison CA 11-Oct-2001
A director had bought land belonging to the company, without disclosing its development potential.
Held: He had acquired the property as a constructive trustee for the company, and was accordingly accountable for it. . .
Cited – Burrell v Burrell’s Trustees SCS 1915
The Court of Session considered the applicability of the rule against self dealing as it applied to the wives of trustees. The wives in question were wealthy members of the Burrell shipping family who in each case were ‘capable business women . .
Cited – Kak Loui Chan v Zacharia 1984
(High Court of Australia) The fundamental rule that obliged fiduciaries to account for personal benefit or gain had two separate themes: ‘The variations between more precise formulations of the principle governing the liability to account are . .
Cited – Tito v Waddell (No 2); Tito v Attorney General ChD 1977
Equity applies its doctrines to the substance, not the form, of transactions. In respect of the rule against self dealing for trustees ‘But of course equity looks beneath the surface, and applies its doctrines to cases where, although in form a . .
Cited – In re Douglas 1928
(New South Wales) The court considered the application of the rule against self dealing as it applied to trustees’ wives: ‘the Court of Equity would presume that the contract was for the benefit of the trustee, and evidence would be required to . .
Cited – Tanti v Carlson 1948
(Victoria – Australia) The court considered the application of the rule against self dealing for trustees as it applied to wives: ‘The matrimonial relationship then becomes merely a ground of suspicion, and it becomes necessary to consider whether . .
Cited – Williams v Fanshaw Porter and Hazelhurst CA 18-Feb-2004
The claimant alleged that her solicitors had concealed from her the fact that they had entered a consent order which dismissed her claim for medical negligence.
Held: The solicitor had failed to inform the client that her original claim . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 18 December 2021; Ref: scu.220714