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Hopkins v TL Dallas Group [2004] EWHC 1379 (Ch)

By Oxbridge Law TeamUpdated 04/01/2024 07:05

Judgement for the case Hopkins v TL Dallas Group

Table Of Contents

  • Director signed letters of undertaking on behalf of his company to pay £1 million to company B. He did so fraudulently for his own benefit.

  • Company B attempted to get payment from director’s company.

Held

  • Director does not have actual authority where he acts for:

    1. Improper purposes

    2. Or in bad faith

  • Thus where director acts contrary to interests of his company, does not have actual authority.

  • This may be case where, e.g. director signs contracts which are very onerous and disadvantageous for his company

Facts

  • Director did not have actual authority to sign letters.

    • Did not fall within scope of his implied authority as director

    • He acted in breach of fiduciary duty when doing so

  • In addition, Company B could not rely on ostensible authority

    • Very facts which amounted to breach of directors’ duty put Company B on notice of lack of authority

    • I.e. transaction were so disadvantageous to director’s own company that Company B should have known director was acting in breach of duty

      • Or at the least, should have asked the other directors to confirm validity of transaction

    • Thus party cannot rely on ostensible authority where he is on notice of lack of authority

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For Further Study on Hopkins v TL Dallas Group

Company law Notes
805 total pages
1071 purchased

Company law notes fully updated for recent exams in the UK. These notes...

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Company law Notes
805 total pages
1071 purchased

Company law notes fully updated for recent exams in the UK. These notes...