Two brothers, along with their sons, were directors of a family company of grocery stores and investment property. Two halves of family fell out, and began to divide up assets of company. However sons of one of brothers became aware that land adjoining a bowling alley owned by company was for sale; this discovery was completely fortuitous (had seen a ‘for sale’ sign whilst bowling). Sons wanted to buy land; asked their solicitor whether there were any legal difficulties, and he said no. Bought land in their own names, and other half of family brought claim. Held:
· No need to show that company would have made use of information:
Ø here, information was relevant to company
– i.e. purchase of land would have been commercially attractive
Ø thus sons were under duty to communicate information to company
· Thus is irrelevant that company would almost certainly not have taken the opportunity.
· Thus was breach of fiduciary duty by sons.
Ø As they had used information that was in interests of company to make personal profit
1) At time sons purchased property, they were only carrying on businessin their capacity as directors of company capacity alone
- And not in any personal capacity
2) At time of purchase, company was still trading (albeit with negotiations for its break-up)
3) Sons had asked solicitor whether there were any legal reasons they could not purchase land for their own benefit
- Thus is clear they felt there might be a conflict of interests
- This seems to be key factor in decision.