re cape breton co 1885 case summary re cape breton co 1885 case summary

The computers have been delivered, although they have not been paid for, but the vacuum cleaners have not been delivered. 167Google Scholar; Re B. Johnson & Co. (Builders) Ltd. [1955]Google Scholar Ch. In the case of Kelner v Baxter (1866)[5] a contract for the delivery of goods (bottles of wine) was entered into by a promoter on behalf of a company that had yet to be formed, with the intention that the company would sell the goods after its incorporation. by Browne, (London, 1933), pp. 472Google Scholar. 85 Cook v. Deeks [1916] 1 A.C. 554Google Scholar. 606607Google Scholar. Is it because he once was a trustee in the full technical sense? The company was formed and two ofthese same partners became directors. ibid. The Committee of the House of Commons Are Anti Defection Provisions Constitutionally Justified. 392, 437. Bignold (1856) 22 Beav. 333; Clough v. L. & N. W. Rly (1871) L.R. 143Google Scholar. page 135 note 76 Although in the following pages reference is made only to the company law cases, the analysis is equally applicable to the earlier trustee cases, if cestui que trust is substituted for company and trustee for director.. 42 Re Railway & General Light Improvement Co., Marzetti's Case (1880) 42 L.T. On the operation of waiver in the law of contract, see Cheshire, and Fifoot, , Central London Property Trust Ltd v. High Trees House Ltd (1947) 63 L.Q.R. 75 Cf. 53 Burland v Earle [1902] AC 83. 708. 5 Benson v. Heathorn (1842) 1 Y. & Cr. "useRatesEcommerce": false t. King 61 (landlord's refusal); Fine Industrial Commodities Ltd. v. Powling (1954) 71 R.P.C. 99,403 at pp. 492 (benefit to directors and stranger): Re New Traveller' Chambers Ltd. (1896) 12 T.L.R. 212. page 137 note 89 Re Cape Breton Co. (1885) 29 Ch. As to the efficacy of such articles both in relation to equitable and common law duties, see Imperial Mercantile Credit Association v. Coleman (1871) L.R. Cf. 369: 12 directors, 9 trustees; British Iron Company (1825), in Attwood v. Small (1838) 6 Cl. 27.21.1; Palmer, Vol. Is the law, in so far as it is based on trust principles, adequate to ensure the proper discharge by directors of their responsibilities? The contract for the vacuum cleaners is also a pre-incorporation contract and so strictly speaking the same law discussed in answer to A) is also applicable here. Cape Breton's ChristmasBook 7. 15 Cook v. Deeks [1916] 1 A.C. 554Google Scholar. 556 (P.C. 592; the Widows' Case, note 15, supra; Hichens v. Congreve (1828) 4 Russ. Cf. the following companies: Hand-in-Hand Fire and Life Insurance Society (1696), quoted in Walford, The Insurance Cyclopaedia (London, 1878), Vol. 82 See [1962] C.L.J. Cas. 304; Legion Oils Ltd. v. Barron [1956]Google Scholar 2 D.L.R. The companypurchased the mines for 42,000. Trustee savings banks, however, were exceptional, in that trustees did as a rule constitute the executive; and this was probably true also of one or two building and friendly societies. 56 Cf. the view of Wright, J. in Re Lady Forrest (Murchison) Gold Mine Ltd [1901] 1 Ch. the General Insurance Office (1720), ibid. 378Google Scholar (but see note 85, infra). 257Google Scholar, where directors who acquired a member's shares without cost, in the course of negotiations for a reorganisation, were required to surrender them to the company. 58 Hirsche v. Sims [1894] A.C. 654; Seligman v. Prince & Co. [1895] 2 Ch. Capital has to be raised and once it has truly been raised it has to be maintained. even sometimes both in the same case. 64 Cf. & G. 835); Maxwell v. Port Tennant Patent Steam Fuel and Coal Co. (1857) 25 Beav. Hutton v. West Cork Ry. 150Google Scholar, 163. ; Burland v. Earle [1902] A.C. 83, 93Google Scholar; Edwards v. Halliwell [1950] 2 All E.R. & G. 133; Mitchell v. Homfray (1882) 8 Q.B.D. How far has the law acknowledged these differences? D. 795, 803-806 per Cotton L.J., . As matters stand, Tidy plc cannot insist on delivery of the vacuum cleaners even if it tenders payment for them because it was not party to the original contract and is incompetent to ratify the original contract as principal because it did not exist at the point of contract. 65Google Scholar; Transvaal Lands Co. v. New Belgium (Transvaal) Land & Development Co. [1914] 2 Ch. Unless this can be implied from the context. Ashburner, , Principles of Equity (2nd ed., 1933), pp. 393; cf. 498500; Meagher, , Gummow, and Lehane, , Equitable Doctrines and Remedies (2nd ed., 1984), pp. Cf. Burland v. Earle [1902] A.C. 83, 93, per Davey, Lord.Google Scholar. It was irrelevant that that company could not have afforded to take the shares itself through which the profits were made: a plaintiff can own in equity what it cannot own at law; and evidence of impossibility, like any other evidence tendered to show bona fides, is not admissible (see note 61, supra). 22 There may, of course, be express provision for trustees to act by a quorum or majority: cf. 5 Ch.App. 's analysis rested on affirmation is, it is submitted, accordingly not sustainable. 654, 671. Promoters owe a common law duty in negligence to exercise reasonable skill and care in the promotion and Graham certainly falls short of that standard in this transaction.. Authority to support this assertion can be found in the case Re Leeds and Hanley Theatres of Varieties [1902][16]. Looking for a flexible role? page 125 note 17 Palmer, Vol. In earlier cases either subjective and objective tests are suggested, even sometimes both in the same case. 56 Cf. Lagunas Nitrate Co v Lagunas Syndicate For rescission to be available there must be restitutio in integrum Re Lady Forrest Gold Mine 400 would have been the members, and not the corporation. PROTECTION OF SUBSCRIBERS 616630; Pennington, pp. Fiona is personally liable to pay for the vacuum cleaners and the computers that she ordered.. Grahams sale of chairs to the company is liable to rescission and he may either be required to disgorge his undisclosed profit to the company or sued for negligence, fraud or misrepresentation. v. Magnay (No. Cf. talented, brilliant, incredible, amazing, show stopping. 592; the Widows' Case, note 15, supra; Hichens v. Congreve (1828) 4 Russ. 4 Supra. 96.Cf. 800Google Scholar; Leeds Estate Building & Investment Co. v. Shepherd (1887) 36 Ch.D. 16 See, e.g., York and North-Midland Ry. 257Google Scholar (beyond company's means). 562. Unless this can be implied from the context. 10 e.g., the Sun Fire Office (1707), DuBois, op. Unless given pursuant to a contract, the consent or waiver is revocable in its application to future conduct by the giving of reasonable notice to the party who benefits from it; save that, if the party cannot resume his position or if the termination would cause injustice to him, it may be binding: see Halsbury's Laws of England, 4th ed., Vol. (1858) 25 Beav. If the chairs were purchased after Graham began work as a promoter of Tidy plc then alongside the remedy of rescission it will be possible to regard the promoter as an agent of Tidy plc when he acquired the chairs and thus the company could recover the profit made by Graham. 669 (intention to injure not denied). Re Anglo-French Co-operative Soc., ex p. Pelly (1882) 21 Ch.D. 752; Grimwade v.Mutual Society (1884) 52 L.T. Therefore, those independent professionals who assist only on legal or financial matters in connection with incorporation will not be considered as promoters but all other individuals involved in organising the incorporation of a company are likely to be. v. Blaikie Bros. (1854) 1 Macq. 1, 1518; and Cornell v. Hay (1873) L.R. Cf. 13 See note 4, supra, and also Foss v. Harbottle (1843) 2 Hare 461; Aberdeen Ry. It is disappointing that Regal (Hastings) Ltd. v. Gulliver was argued only as a claim for profits owed to the company, based in quasi-contract. 65; Transvaal Lands Co. v. New Belgium (Transvaal) Land & Development Co. [1914] 2 Ch. But in another sense he is not honest. It seems to me that a man who accepts such a trustee-ship, and does nothing, never asks for explanation, and accepts flimsy explanations, is dishonest: Re Second East Dulwich 745th Starr-Bowkett Building Soc. cit. page 130 note 56 (1843) 2 Hare 461; 64 E.R. & Cr. Cf. in Re Horsley & Weight Ltd [1982] Ch. 50 Grimwade v. Mutual Society (1884) 52 L.T. Basic Rule Doctrine. 64.25. Lecturer at University of Exeter It is the accepted view' that Re Cape Breton Co.- stands for the principle that if a person acquired property before becoming a promoter or forming any intention to promote a company and subsequently sold that property to a company being promoted by him . Beattie v. E. & F. Beanie Ltd. [1938] Ch. Published online by Cambridge University Press: for this article. Re German Mining Co., ex p. Chippendale (1853) 4 De G.M. If the plaintiff company had relied on Cook v. Deeks (supra), and alleged that the profits belonged in equity to it, it is submitted that the plea would have been unanswerable. v. Kelk (1884) 26 Ch.D. 258. 653. 412Google Scholar; Harris v. A. Harris Ltd., 1936Google Scholar S.C. 183; Baird v. J. Baird & Co. (Falkirk) Ltd., 1949Google Scholar S.L.T. for in that case, although the proceedings were against the directors, they were not for breach of duty to the company qua directors. D. 1; In re North Australian Territory Co. (Archer's Case) [1892] 1 Ch. 654, especially 672, per Bowen L.J. 5 Ch.App. 809. page 136 note 86 See, e.g., Ormes v. Beadel (1860) 2 De G. F. & J. 187993, Parliamentary Papers (1844), Vol. The result would be that a minority shareholder could only sue in respect of an ultra vires act if he could bring the case within the fraud on the minority exception to the rule. 995. page 141 note 10 For these reasons, the argument of DrXuereb, , Re Cape Breton Revisited (1986) 18 Bracton L.J. 158. concurred; pp. Any opinions, findings, conclusions, or recommendations expressed in this material are those of the authors and do not reflect the views of LawTeacher.net. 254255. 248 (consent to exercise of less than commercial prudence). 634Google Scholar; Pavlides v. Jensen [1956] Ch. These will be answered in turn. View examples of our professional work here. 8 Cf. 4 Ch.App. 58 Hirsche v. Sims [1894] A.C. 654; Seligman v. Prince & Co. [1895] 2 Ch. 35 Automatic Self-Cleansing Filter Syndicate Co. Ltd. v. Cunninghame [1906] 2 Ch. 350Google Scholar. Ltd. (1890) 59 LJ.Ch. 1, 73; Burrows v. Walls (1855) 5 De G.M. 7 The precedent in Collyer (note 6, supra) constitutes four different sets of trustees for the company: (i) the vendor or trustee who had purchased property on its behalf before it was formed, (ii) three covenantees, to enforce the provisions of the deed against all the other subscribers, (iii) a fourth covenantee with whom these three covenanted to observe the deed, (iv) trustees in whom the property was to be vested. Re German Mining Co., ex p. Chippendale (1853) 4 De G.M. that it was not merely promissory. v. Magnay (No. 589; and by the High Court of Australia in Tracy v. Mandalay Ply Ltd (1952) 88 C.L.R. 2) [1896] 1 Ch. 247Google Scholar; Baxter, , The Role of the Judge in Enforcing Shareholder Rights [1983] C.L.J. 16 January 2009. There is no information as to any disclosure to the company as to the existence or extent of Grahams profit, and this is of particular significance given the size of the profit and the fact that Graham has sold the chairs on to Tidy plc for four times the price he purchased them for. (note 2, supra), 2nd ed., p. 511. Just as the majority cannot prevent a minority from suing in respect of a fraud on the minority, nor should the majority be able to authorise the directors to perform acts which would otherwise amount to a fraud in this way. 3 The leading modern case is Re City Equitable Fire Insce. 488Google Scholar, 497. (at p. 457) had previously expressed doubts about the ability of the general meeting to excuse themselves from their misfeasance (but cf. In earlier cases either subjective and objective tests are suggested, even sometimes both in the same case. Cf. 96. 5 H.L. 33 Trevor v. Whitworth (1887) 12 App.Cas. 392, 437; Jacobus Marler Estates Ltd. v. Marler (1916) 85 L.J.P.C. 1; Hutton v. West Cork Ry. 283Google Scholar, and Dugdale, and Yates, , Variation, Waiver and Estoppel: A Re-Appraisal (1976) 39 M.L.R. Promoters and pre-incorporation contracts Copyright 2003 - 2023 - LawTeacher is a trading name of Business Bliss Consultants FZE, a company registered in United Arab Emirates. 270Google Scholar; Wedderburn, , Minority Shareholders and Directors' Duties (1978) 41 M.L.R. 368. 292 (H.C.A.). 587; and Allcard v. Skinner (1886) 36 Ch. 589; Dominion Cotton Mills Co. Ltd. v Amyot [1912]Google Scholar A.C. 546; Ving v. Robertson & Wood-cock Ltd. (1912) 56 S.J. 258, 290 per Dillon L.J. 2 e.g., Keeton, The Director as Trustee (1952) 5 C.L.P. 12 See, further, Re Norwich Yarn Co., ex p. Bignold (1856) 22 Beav. 532Google Scholara rule apparently overlooked in Re Cleadon Trust Ltd. [1939] Ch. the Widows' Case an unreported decision of Lord Thurlow in 1785, mentioned by Lord Eldon in Pearce v. Piper (1809) 17 Ves. 31, 34Google Scholar that Fry L.J. To allow the majority to control the bringing of proceedings in respect of the ultra vires acts of directors would be a radical extension of the rule in Foss v. Harbottle beyond the limits recognised by the authorities: see, e.g., Edwards v. Halliwell [1950] 2 All E.R. p. 453). Co. Ltd. [1925]Google Scholar Ch. Keech v. Sandford (1726) Sel.Cas. 20 Re Exchange Banking Co., Flitcroffs Case (1882) 21 Ch.D. 44 Hutton v. West Cork Ry. page 145 note 31 Cf. 8586 per Slade L.J., with whom Lawton L.J. ; Re George Newman & Co. [1895] 1 Ch. In terms of the law of equity a promoter owes a fiduciary duty to the company he or she is promoting. Millers (Invercargill) Ltd. v. Maddams [1938] N.Z.L.R. Hicks A & Goo S.H., Cases & Materials on Company Law, 5th ed, (2004) Oxford University Press. v. Blaikie Bros. (1854) 1 Macq. Lagunas Nitrate Co. v. Lagunas Syndicate [1899] 2 Ch. 99,42999,432Google Scholar. 756769; and Bowstead on Agency (15th ed., by F. M. B. Reynolds, 1985), pp. CONTROLLING FIDUCIARY POWER | The Cambridge Law Journal | Cambridge Core This is sometimes referred to as novation[9] agreement. v. Hudion (1853) 16 Beav. Suitably worded articles would, however, seem capable of altering this general rule to confer the power of release on the non-interested directors. This is also true of the new art. 407Google Scholar. 2 Overend Gurney & Co. v. Gurney (1869) L.R. However it makes no commercial sense for the vendor to have agreed to such and then supplied the computers in the circumstances. 84. 763. ; Re Sharpe [1892] 1 Ch. 69 Re Crenver & Wheal Abraham United Mining Co., ex p. Wilson (1872) L.R. 67 Overend & Gurney Co. v. Gibb (1872) L.R. 591 (single director with plenary powers). Content may require purchase if you do not have access.). The company was formedand two of these same partners became directors. First, their Lordships may have come to this conclusion only because the directors were in control. 212. page 123 note 7 Gore-Browne, para. page 146 note 37 Palmer, Vol. page 127 note 29 See Brunyate, , Limitation of Actions in Equity (1932), pp. 322, 338. 399; Multinational Gas and Petrochemical Co. v. Multinational Gas and Petrochemical Services Ltd [1983] Ch. 26, 34. 425Google Scholar. 66 e.g., Learoyd v. Whiteley (1887) 12 App.Cas. 48 Land Credit Co. of Ireland v. Lord Fermoy (1870) L.R. 795; Hely-Hutchinson v. Brayhead Ltd. [1968] 1 Q.B. page 144 note 24 See, e.g., the cases cited in n.22 above and see Instone, , The Scope of the Companies Act 1948, Section 205 (1982) 98 L.Q.R. Company Law (14) - Formation and Promotion Bowen LJ - Studocu But in another sense he is not honest. A. 9 Cf. Assn. 31Google Scholar, that there was no liability to account because there had been an affirmation of the transaction, cannot be sustained. 15 Grimes v. Harrison (1859) 26 Beav. However, after the Multinational Gas case, and the rejection of the view that a solvent company owes duties to its creditors, there would seem to be nothing in principle to stop the unanimous vote of the shareholders from authorising conduct which would be a fraud on the minority if there were a minority, provided their actions were not ultra vires the company or otherwise illegal. 506; Hogg v. Cramphorn Ltd. [1966]Google Scholar 3 W.L.R. 707n., 709n., per Malins V.-C. 52 Re Cardiff Savings Bank, Marquis of Bute's Case [1892] 2 Ch. 99 There is no duty to the selling shareholder in the absence of agency: Percival v. Wright [1902] 2 Ch. The case Newborne v Sensolid [1954][7] underlines the point that a company cannot be bound to a pre-incorporation contract.. As Pennington notes at p. 586Google Scholar, this principles does not rest on the separate legal personality limb, since it applied equally to unincorporated common-law companies: Re Norwich Yarn Co., exp. v. Hudson, supra; Burt v. British Nation Life Assce. 654, 673, per Bowen L.J. 586, 593, per RomiUy M.R. 740; Re General Exchange Bank Ltd., ex p. Preston (1868) 37 LJ.Ch. page 130 note 59 See MacDougall v. Gardiner (1875) 1 Ch. page 130 note 58 The exact lines of the division of power between the Board and the general meeting are not clear but, it would seem that, as a matter of business efficacy, the power to institute proceedings against the directors for breach of their duties to the company as directors must remain vested in the general meeting and not be transferred to the directors as an ordinary power of management (See Art. Case : Re Cape Breton(1885)29 Ch 795Facts :Six partners purchased coal mines for 5,500 and minedthem during the partnership. v. Hudson (not reported on this point, but referred to in Great Luxembourg Ry. The case Re National Motor Mail Coach Co Ltd, Clintons Claim [1908][6] is further authority for the point that a company, once it is formed, is not bound by a pre-incorporation contract even when it has taken some benefit from it.. The cases cited, however, do not support this principle: Stackhouse v. Barnston (1805) 10 Ves. 475; Re Kingston Cotton Mill (No. 325, 332333CrossRefGoogle Scholar. 57 Wilson v. London Midland & Scottish Ry. 4 He is acquitted of dishonesty in the usual sense of the word. The purchase was thereafter approved by the board of directors of the new company, who had been appointed by Erlanger and were largely under his influence. 53 Lagunas Nitrate Co. v. Lagunas Syndicate [1899] 2 Ch. Cas. page 126 note 20 See, e.g., SirPollock, Frederick, Principles of Contract (13th ed., 1950) p. 150Google Scholar. re cape breton co 1885 case summary - mcevedys.com 62 Piercy v. S. Mills & Co. Ltd. [1920] 1 Ch. 45. Mr Bowles purchased a high number of Irish Land Stock which was transferred to his name in Bank of England books. 1035, per James, L.J. 480; Re Railway & General Light Improvement Co., Marzetti's Case (1880) 42 L.T. Registered office: Creative Tower, Fujairah, PO Box 4422, UAE. While a case such as Queensland Mines Ltd v. Hudson (1978) 58 A.L.J.R. Gower, op. But directors may commit themselves bona fide in the company's interests: Thorby v. Goldberg (1965) 112 C.L.R. 4 Ch.App. 763; Re Denham & Co. (1883) 25 Ch.D. 85 in Table A of the Companies (Tables A to F) Regulations 1985 which does not even subject the directors' exclusion from liability to the contrary directions of the company: compare the new art. Maitland, Equity, 2nd ed., by Brunyate, (Cambridge, 1936), p. 88.Google Scholar Charitable trustees are a regular exception to the requirement of unanimity. 88 88 Boston Deep Sea Fishing . 421Google Scholar. 6425; Pennington, p. 737; and see Bamford v. Bamford [1970] Ch. Three questions are posed by the scenario under review. 6 See, e.g., the following textbooks, each of which incorporates one or more model deeds of settlement: C. F. F. Wordsworth, The Law Relating to Railway, Bank, Insurance, Mining and other Joint-Stock Companies, 2nd ed. 1064. 322; Regal (Hastings) Ltd. v. Gulliver [1942] 1 All E.R. 94 94 [1902] A.C. 83. 8183, where the proposal cited makes it plain that the directors and trustees were to be independent); Birmingham Mining & Copper Co. (1790), cited DuBois,op. Cavendish Bentick v Fenn (1887) 12 App Cas 652 (HL) The decision has been followed by the Privy Council in Burland v. Earle [1902] A.C. 83, 99Google Scholar and is implicit in the advice of the Board in North-West Transportation Co. Ltd v. Beatty (1887) 12 App. Button v. West Cork Ry. (1883) 23 Ch.D. Why is the director called a trustee? Accordingly, it is not open to Dr Xuereb to argue in favour of what he describes as the narrow ratio of Re Cape Breton, viz., that affirmation made rescission and account impossible, but not account with rescission: the majority in Re Cape Breton held, however much this may be open to criticism (see text above), that no right to an account arose. D. 145; and see below, pp. 1, para 6425. 91 Canada Safeway Ltd. v. Thompson, supra (information obtained at company's expense). There are suggestions in some cases that a remedy in negligence, sounding in damages, lies against any director. 84 Hichens v. Congreve (1828) 4 Russ. 6425. 326. 61; Ex p. James (1803) 8 Ves. 400; cf. 29 The decisive case is probably Land Credit Co. of Ireland v. Lord Fermoy (1870) L.R. Carriage & Iron Co. v. Riche (1875) L.R. 196, 198, per Kekewich J. (2d) 505; Mills v. Mills, supra. App. BL1.5.docx - 4. "Promoters have a fiduciary duty". Discuss. 96 Re Cape Breton Co. (1885) 29 Ch.D. Close this message to accept cookies or find out how to manage your cookie settings. jackpot cattle shows in ohio 2021 (1859) 4 De G. & J. 40 Maitland, op. Alternatively there might be an action for fraud or under the Misrepresentation Act 1967[15] subject to an investigation of Grahams misstatements as to the value of the chairs. 77; Punt v. Symons & Co. Ltd. [1903]Google Scholar 2 Ch. 5 H.L. D. 286, 314; Culling v. Duncan (1906) 8 N.Z.L.R. 31 Cf. This is evidenced, not the least, by the variety of other names attributed to the process performed by the general meeting when it ratifies a breach of duty. 45. Ch. page 122 note 1 See, e.g., Gore-Browne, para. If you are the original writer of this essay and no longer wish to have your work published on LawTeacher.net then please: Our academic writing and marking services can help you! 158. hasContentIssue false, Copyright Cambridge Law Journal and Contributors 1967. (1889) 68 LJ.Ch. 1064, 10661067per Jenkins, L.J.Google Scholar; Prudential Assurance Co. Ltd v. Newman Industries Ltd (No. 253Google Scholar (ultra vires); Zwickcr v. Stanbury [1954] 1 D.L.R. The distinction is not always made clearly in the cases which follow; but it is the essential factor in determining whether the interested directors may use their votes as members in order to sanction the retention of a profit made by them. 326; York and North-Midland Ry. 80. Salomon v Salomon & Co Ltd [1897] HL took the view that if the board was not independent, disclosure of all material facts should be made to the original shareholders. Cape Breton County is one of eighteen counties in the Canadian province of Nova Scotia.It is located on Cape Breton Island.. From 1879 to 1995, the area of the county excluded from towns and cities was incorporated as the Municipality of the County of Cape Breton to provide local government services. 6 Cf. 1222 (P.C. 194, [1958] C.L.J. 394Google Scholar; and contra, Gower, pp. LondonMeteorological Office. 14 See especially Benson v. Heathorn (1842) 1 Y. 17 Pavlides v. Jensen [1956]Google Scholar Ch. Take a look at some weird laws from around the world! 11 Grant v. United Kingdom Switchback Rys. 409; Dovey v. Cory [1901]Google Scholar A.C. 477; note 43, supra. The concept of the director as a trustee persists through the cases and the textbooks to this day, but its origin is ill-explained and its modern relevance imperfectly understood. 17 Pavlides v. Jensen [1956]Google Scholar Ch. In what respects does the position of a director resemble, and in what respects does it differ from that of a trustee? A modern variant reads: If we pay in peanuts, we must expect to get monkeys The Observer, December 18, 1966Google Scholar. D. 400. 150, 163. 136147. 253. The UK Law and Ethics in Sex Discrimination. 27.21.4. page 148 note 47 Ibid., at pp. 480, 486, per Lord Hatherley L.C. page 129 note 54 See Meagher, Gummow and Lehane, Equitable Doctrines and Remedies, p. 400; and see Ajayi v. R. T. Briscoe (Nigeria) Ltd, supra: and the observations of Megarry, J. in Re Vandervell's Trusts (No. 442Google Scholar, discussed in n.68 above, and adopted by Cooke, J. in the New Zealand Court of Appeal in Nicholson v. Permakraft (N.Z.) You should not treat any information in this essay as being authoritative. Since 1995 the only municipality in the county has been a single-tier municipality called Cape . Co. Ltd. [1925]Google Scholar Ch. 286. & C.C.C. 2) [18%] 1 Ch. 77Google Scholar; Punt v. Symons & Co. Ltd. [1903]Google Scholar 2 Ch. There could then have been no suggestion that the directors as shareholders could have ratified the transaction, and, moreover, the defendants who escaped liability would probably not have done so. There are suggestions in some cases that a remedy in negligence, sounding in damages, lies against any director. 93Google Scholar; Rider, , Amiable Lunatics and the Rule in Foss v. Harbottle [1978] C.L.J. It might be possible to sue Graham for damages in common law negligence if an exorbitant price has been paid, see: Jacobus Marler Estates Ltd v Marler (1913)[14]. 870. page 145 note 27 [1983] Ch. 226), so that there could be no breach of trust by the corporation in which the director could be involved; and, further, if this view were correct, the proper plaintiffs in Charitable Corpn. and Woodhouse A.C. Israel Cocoa Ltd S.A. v. Nigerian Produce Marketing Co. Ltd [1972] A.C. 741. page 129 note 53 Brikom Investments Ltd v. Carr [1979] Q.B. & C.C.C. Cape Breton County - Wikipedia 246Google Scholar, is that only those transactions which amount to a fraud on the creditors are beyond the control of the unanimous vote of the shareholders (at least to authorise in advance). Has data issue: false The case of Gluckstein v Barnes [1900][12] offers further authority on the point that a promoter is not entitled to undisclosed profits in his dealings with or on behalf of the company he is promoting. Promoter cases Flashcards | Quizlet 328. 130; Ajayi v. R. T. Briscoe (Nigeria) Ltd [1964] 3 All E.R. The promoter who had acted on behalf of the company was deemed personally liable to pay the bill. 167Google Scholar (where the possibility of a claim in negligence is referred to). ; Russell Kinsela Pry Ltd (in liq.) 35 Ch. 44 (where the directors were chosen); York and North-Midland Ry. Cf. & C.C.C. It is restitutio in integrum that follows rescission, not an account of profits. the Widows' Case, an unreported decision of Lord Thurlow in 1785, mentioned by Lord Eldon in Pearce v. Piper (1809) 17 Ves. 100; Re Forest of Dean Coal Mining Co. (1878) 10 Ch.D. 515. 730742; and also Wedderburn, , Shareholders' Rights and the Rule in Foss v. Harbottle [1957] C.L.J. 253Google Scholar (ultra vires); Zwicker v. Stunbury [1954] 1 D.L.R. 654, 671. 27 Charitable Corpn. 425 and Re City Equitable Fire Insurance Co. Ltd [1925] 1 Ch. Re Cape Breton Co (1885) 29 Ch D 795 If an agent agrees to procure an item for a principal, but already owned that item and wishes to sell his own, he may do so only for a reasonable market price. 591; Zwicker v. Stanbury [1954] 1 D.L.R. 91 Canada Safeway Ltd. v. Thompson, supra (information obtained at company's expense).