Issues: Whether EF ( Ever Fresh Sdn bhd ) could claim against Fruity? Laws & Applications;
The term fiduciary does not have a precise definition. Fiduciary is a term that may cover a wide range of situations where a person is expected to act, not in their own self interest but having regards to another’s interest. Fruity as the managing director of Freshness Always Sdn Bhd (FA) has no fiduciary in relation with FA by telling Cellar that FA would not be interested because it only sells fruits and vegestables. She care for her own self interest and has not bring a new product opportunity to FA. Case: Re Coombe 1911
Fact: A father had been assisted in his business by his second son. After the father’s death, the mother transferred the business assets to that second son. After her death, the elder son sought the transfer of those assets back into her estate, saying that in the absence of her having taken independent advice, the younger son’s position brought an implication of undue influence.
Director’s fiduciary duties are owed only to the company, not to the individual share holders. Case: Percival v Wright 1902 Facts: Percival wished to sell his shares in the company and wrote to the company secretary asking if he knew of anyone willing to buy. After negotiations, the chairman of the board of directors arranged the purchase of 253 shares, 85 for himself and 84 for each of his fellow directors at a price based on Percival’s valuation of the shares. The transfers were approved by the board and the transactions completed. Soon afterwards, Percival discovered that prior to and during the negotiations for the sale of his shares, another person was negotiating with the board for the purchase of the whole company and was offering various preices for shares, all of which exceeded the price paid to Percival. Percival then brought an action against the directors asking for the sale of his shares to be set aside for non-disclosure. Held: The directors are...
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