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Page 126

CHAPTER 11
DIRECTORS

Again, in Forest of Dean, &c., Co. (36) Sir G. Jessel said:
" Directors are called trustees. They are no doubt trustees of assets which have come into their hands, or which are under their control."

But there is a fundamental distinction between a trustee of property and a director. As James, L.J., pointed out:
" The distinction between a director and a trustee is an essential distinction founded. on the very nature of things. A trustee is a man who is the owner of property, and. deals with it as principal, as owner, and as master, subject only to an equitable obligation to account to some persons to whom he stands in the relation of trustee, and who are his cestuis que trust. . . . The office of director is that of a paid servant of the company. (37) A director never enters into a contract for himself, but he entera into contracts for his principal, that is, for the company of which he is a director, and or whom he is acting."(38)

In Re City Equitable Fire Insurance Co.,(39) Romer, J., said:--
" It has sometimes been said that directors are trustees. If this means no more than that directors in the performance of their duties stand in a fiduciary relationship, to the company, the statement is true enough. But if the statement is meant to be an indication by way of analogy of what those duties are, it appears to me to be wholly misleading. I can see but little resemblance between the duties of a director and the duties of a trustee of a will or of a marriage settlement. It is indeed impossible to describe the duty of directors in general terms, whether by way of analogy or otherwise."'

Directors cannot make a profit out of property in regard to which their fiduciary relationship exists. (39a)
Regal (Hastings) Ltd. v. Gulliver, [1942] 1 All E. R. 378. R. Co. owned one cinema and wanted to buy two others with a view to selling the three together. R. Co. formed a subsidiary company to buy the two cinemas, but was unable to provide all the capital required, so the directors of R. Co. provided it themselves. The cinemas were acquired and the shares in R. Co. and the subsidiary sold at a profit. Held, the directors must account to R. Co. for the profit they made, because it was only through the knowledge and opportunity they gained as directors of R. Co. that they were able to obtain the shares.

Directors are not trustees for individual shareholders.
Percival v. Wright, [1902] 2 Ch. 421. The directors of a company bought shares from X. They did not disclose to him that negotiations were being conducted for the sale of all the company's shares at a higher price than they were paying X. XX sued to have the sale set aside. Held, the sale was binding, as the directors were under no obligation to disclose the negotiations to X.

They may, however, hold themselves out to the shareholders ass acting for them on the same footing as they are acting for the company itself, that is, as agents, and they will then be liable to account for any profit made.

Allen v. Hyatt (1914), 30 T. L. R. 444. Directors entered into negotiations for the amalgamation of the company with other companies. Before the negotiations were completed they induced a number of shareholders to give them options on their shares

36 (1878). 10 Ch. D. 450.
37 " Paid manager " would be more accurate.
38 Smith v. Anderson (1880). 15 Ch. D. 247.
39 [1925] Ch. at p. 426.
39a Parker v. McKenna (1874), L. R. 10 Ch. 96.

travel books:
where is HTML where is HEAD where is TITLE Again, in Forest of Dean, &c., Co. (36) Sir G. Jessel said: " Directors are called trustees. They are no doubt trustees of assets which have come into their hands, or which are under their control." But there is a fundamental distinction between a trustee of property and a director. As James, L.J., pointed out: " what is distinction between a director and a trustee is an essential distinction founded. on what is very nature of things. A trustee is a man who is what is owner of property, and. deals with it as principal, as owner, and as master, subject only to an equitable obligation to account to some persons to whom he stands in what is relation of trustee, and who are his cestuis que trust. . . . what is office of director is that of a paid servant of what is company. (37) A director never enters into a contract for himself, but he entera into contracts for his principal, that is, for what is company of which he is a director, and or whom he is acting."(38) In Re City Equitable Fire Insurance Co.,(39) Romer, J., said:-- " It has sometimes been said that directors are trustees. If this means no more than that directors in what is performance of their duties stand in a fiduciary relationship, to what is company, what is statement is true enough. But if what is statement is meant to be an indication by way of analogy of what those duties are, it appears to me to be wholly misleading. I can see but little resemblance between what is duties of a director and what is duties of a trustee of a will or of a marriage settlement. It is indeed impossible to describe what is duty of directors in general terms, whether by way of analogy or otherwise."' Directors cannot make a profit out of property in regard to which their fiduciary relationship exists. (39a) Regal (Hastings) Ltd. v. Gulliver, [1942] 1 All E. R. 378. R. Co. owned one cinema and wanted to buy two others with a view to selling what is three together. R. Co. formed a subsidiary company to buy what is two cinemas, but was unable to provide all what is capital required, so what is directors of R. Co. provided it themselves. what is cinemas were acquired and what is shares in R. Co. and what is subsidiary sold at a profit. Held, what is directors must account to R. Co. for what is profit they made, because it was only through what is knowledge and opportunity they gained as directors of R. Co. that they were able to obtain what is shares. Directors are not trustees for individual shareholders. Percival v. Wright, [1902] 2 Ch. 421. what is directors of a company bought shares from X. They did not disclose to him that negotiations were being conducted for what is sale of all what is company's shares at a higher price than they were paying X. XX sued to have what is sale set aside. Held, what is sale was binding, as what is directors were under no obligation to disclose what is negotiations to X. They may, however, hold themselves out to what is shareholders back acting for them on what is same footing as they are acting for what is company itself, that is, as agents, and they will then be liable to account for any profit made. Allen v. Hyatt (1914), 30 T. L. R. 444. Directors entered into negotiations for what is amalgamation of what is company with other companies. Before what is negotiations were completed they induced a number of shareholders to give them options on their shares 36 (1878). 10 Ch. D. 450. 37 " Paid manager " would be more accurate. 38 Smith v. Anderson (1880). 15 Ch. D. 247. 39 [1925] Ch. at p. 426. 39a Parker v. McKenna (1874), L. R. 10 Ch. 96. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 126 where is strong CHAPTER 11 DIRECTORS where is p align="justify" Again, in Forest of Dean, &c., Co. (36) Sir G. Jessel said: " Directors are called trustees. They are no doubt trustees of assets which have come into their hands, or which are under their control." But there is a fundamental distinction between a trustee of property and a director. As James, L.J., pointed out: " what is distinction between a director and a trustee is an essential distinction founded. on what is very nature of things. A trustee is a man who is what is owner of property, and. deals with it as principal, as owner, and as master, subject only to an equitable obligation to account to some persons to whom he stands in what is relation of trustee, and who are his cestuis que trust. . . . what is office of director is that of a paid servant of what is company. (37) A director never enters into a contract for himself, but he entera into contracts for his principal, that is, for what is company of which he is a director, and or whom he is acting."(38) In Re City Equitable Fire Insurance Co.,(39) Romer, J., said:-- " It has sometimes been said that directors are trustees. If this means no more than that directors in what is performance of their duties stand in a fiduciary relationship, to what is company, what is statement is true enough. But if what is statement is meant to be an indication by way of analogy of what those duties are, it appears to me to be wholly misleading. I can see but little resemblance between what is duties of a director and what is duties of a trustee of a will or of a marriage settlement. It is indeed impossible to describe what is duty of directors in general terms, whether by way of analogy or otherwise."' Directors cannot make a profit out of property in regard to which their fiduciary relationship exists. (39a) Regal (Hastings) Ltd. v. Gulliver, [1942] 1 All E. R. 378. R. Co. owned one cinema and wanted to buy two others with a view to selling what is three together. R. Co. formed a subsidiary company to buy the two cinemas, but was unable to provide all what is capital required, so what is directors of R. Co. provided it themselves. what is cinemas were acquired and what is shares in R. Co. and what is subsidiary sold at a profit. Held, what is directors must account to R. Co. for the profit they made, because it was only through what is knowledge and opportunity they gained as directors of R. Co. that they were able to obtain what is shares. Directors are not trustees for individual shareholders. Percival v. Wright, [1902] 2 Ch. 421. what is directors of a company bought shares from X. They did not disclose to him that negotiations were being conducted for what is sale of all what is company's shares at a higher price than they were paying X. XX sued to have what is sale set aside. Held, what is sale was binding, as what is directors were under no obligation to disclose what is negotiations to X. They may, however, hold themselves out to what is shareholders ass acting for them on what is same footing as they are acting for the company itself, that is, as agents, and they will then be liable to account for any profit made. Allen v. Hyatt (1914), 30 T. L. R. 444. Directors entered into negotiations for what is amalgamation of what is company with other companies. Before what is negotiations were completed they induced a number of shareholders to give them options on their shares 36 (1878). 10 Ch. D. 450. 37 " Paid manager " would be more accurate. 38 Smith v. Anderson (1880). 15 Ch. D. 247. 39 [1925] Ch. at p. 426. 39a Parker v. McKenna (1874), L. R. 10 Ch. 96. where is Server.Execute("_SiteMap.asp") %

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