Law Revision

She affliction for her own cocky absorption and has not accompany a new artefact befalling to FAA Case: Re Come 191 1 Fact: A ancestor had been assisted in his business by his additional son. After the father's death, the mother transferred the business assets to that additional son. After her death, the ancient son accustomed the alteration Of those assets aback into her estate, adage that in the absence of her accepting taken absolute advice, the adolescent son's position brought an association of disproportionate influence. Director's fiduciary duties are owed alone to the company, not to the alone allotment holders. Case: Percival v Wright 1902 Facts: Percival admired to advertise his shares in the aggregation and wrote to the aggregation secretary allurement if he knew f anyone accommodating to buy. After negotiations, the administrator of the lath of admiral abiding the acquirement of 253 shares, 85 for himself and 84 for anniversary of his adolescent admiral at a amount based on Percival appraisal of the shares. The transfers were accustomed by the lath and the affairs completed. Soon afterwards, Percival apparent that above-mentioned to and during the negotiations for the auction of his shares, addition being was negotiating with the lath for the acquirement of the accomplished aggregation and was alms assorted prices for shares, all of which exceeded the amount paid to Percival. Percival again brought n activity adjoin the admiral allurement for the auction of his shares to be set abreast for non-disclosure. Held: The admiral are not trustee for the alone shareholders and may acquirement their shares after advice that they are negotiating for the auction of the absolute company. Fruity has not abreast to the lath of FAA back she set up a aggregation alleged Cure Life Ltd (CLC) and become majority shareholder. Case: The lath of advisers of the Saba Foundation & Or's v Dates Seed banty bin Seed Mohamed & nor [1 999] 'A fiduciary is addition who has undertake to act for or on annual of addition in a accurate tater in affairs which accord acceleration to a accord of assurance and confidence. The appropriate obligation of a fiduciary is the obligation of loyalty. The arch is advantaged to the distinct absent adherence of his fiduciary... This amount accountability has several facts. A fiduciary charge act in acceptable faith; he charge not accomplish for his own annual or the annual of a third being after the abreast accord Of his principal. This is not advised to be an all-embracing list, but it is acceptable to announce the attributes of fiduciary obligations.. They are the defining characteristics of the fiduciary... E is not accountable to fiduciary obligations because he is fiduciary; it is because he is accountable to them that he is a fiduciary. ' The key fide backpack obligations of the admiral are To act Boniface in the absorption of the aggregation Admiral are appropriate to act Boniface for the annual of the aggregation as a whole. The Act additionally imposes agnate assignment on directors: SSL 32 (1) Case: Re Lee Barrens Ltd [1932] Facts: A altercation arose over the acquirement by the aggregation of alimony behavior for the annual of advisers and their spouses. It was claimed that the accurate action issued was a abusage of the directors' power. Held: The adjudicator set out a three allotment analysis for free whether the admiral were application their admiral properly: (1) Was the transaction entered into in acceptable faith? (2) Was the transaction analytic accidental to the accustomed on of the company's business? (3) Was the transaction done for the annual of the aggregation and to beforehand its prosperity? 1) No (2) NO (3) Yes TO exercise their ability beneath the company's architecture for able purpose Because admiral are fiduciaries they can alone exercise admiral accustomed to them for the purpose for which those admiral were accustomed and for no alternative purpose or which those admiral were accustomed and for no alternative purpose, and the exercise of a ability for an abnormal purpose can be challenged alike if the directors' acceptable acceptance is not in catechism To abstain battle of absorption and not to accumulation from their position In the situation, Fruity has proposed FAA enters into a arrangement with CLC to buy food of the amoebic bake-apple alcohol artefact for resale. The lath agrees and as allotment of the arrangement Fruity negotiates with the lath that she will be paid RUMOR,000 agency because she drew the board's absorption to this new artefact opportunity. The lath of FAA did not apperceive that Fruity is the majority actor of CLC. There is a battle of absorption amid the two position Managing Administrator of Freshness Always Sad Bad and as the majority actor of CLC. Fruity additionally has set up the amount for agency of RUMOR,OOH to draw absorption appear the new artefact opportunity. Case: Aberdeen Railway co v Blaine Brose [1843-60] Facts: The railway aggregation agreed to buy chairs from a partnership, Blaine Brose. Blaine, a affiliate of the affiliation was additionally a administrator of the company. Back the ally approved to accomplish the arrangement the aggregation auspiciously claimed that the arrangement was accidental attributable to the director's battle of interest. Held: Lord Charwoman said: "His assignment to the aggregation imposed on him the obligation of accepting these adamant chairs at the everyman accessible price. His claimed absorption would let him in an absolutely adverse administration - would abet him to fix the amount as aerial as possible. This is the actual angry adjoin which the aphorism is directed. " A administrator has a assignment not to accomplish a claimed accumulation out of his affiliation with the company. This aphorism applies alike if no accident is suffered by the company. However, if he does he charge calculation for the accumulation to the company. Fruity has accomplish a claimed accumulation in affiliation with FAA and CLC. The FAA may ache no accident due to FAA makes ample profits affairs the amoebic blooming product. Case: Industrial Development Consultants Ltd v Cooley [1 972] Facts: The managing administrator of IDS attempted to defended a arrangement on Id's annual with the Eastern Gas Board. KGB adumbrated to him that they were not able to accord with IDS but ability be able to arrangement with the administrator (Cooley) personally. Cooley again represented to IDS that he was ill and was accustomed to abolish his arrangement t abbreviate notice. He again adjourned with KGB and acquired the consultancy for himself. Held: He charge annual to IDS for the accumulation he acquired for the contracts. He was in aperture of assignment and it was immaterial that IDS could not accept acquired the arrangement itself. Case: Cook v Deeds [1 91 6] Facts: Three admiral of the Toronto Architecture Co Ltd were declared to be negotiating a architecture arrangement on annual of the company. Instead they formed addition aggregation and took the Arrangement for themselves. They were holders of 75% of the allotment basic of Toronto Construction, and acclimated this alms to canyon a resolution at accepted affair that the aggregation had no absorption in the contract. Held: A administrator can commonly accumulate a claimed accumulation the aggregation consents, but this accord is invalid if the administrator anxious controls the voting at accepted meeting. This was artifice on the minority. Section 131 (1) requires a administrator who is anon or alongside absorbed in a arrangement with his aggregation to acknowledge promptly the attributes of that absorption at affair of directors. Section 132(1) imposes a ample assignment on admiral at all the times to act candidly and exercise reasonable activity in the exercise of beneficiary ability and the acquittal of the duties of their office. This is based on a catechism of fact: case Yen Hinge action Sad Bad v Dates Dry Eng pooh Aka [1 988] Regarding the extend of the acceptation of "honesty', the case of Multi Pack Singapore pet Ltd ( In Receivership ) v Interact Ltd & Or's [1994] explains that this does not beggarly that the admiral had acted fraudulently, it agency that he charge act bona fide in the interests of the aggregation and that in appliance his creation, the administrator should act alone to beforehand and beforehand the absorption of the company'. Abusage of arcane information

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