Director stands in a fiduciary position to the company, and is therefore in a position of great trust, the implications of this are contained in the classic of Lord Cranworth in Aberdeen Railway Co v Blaikie bros (1854) 1 461. ‘‘The director are the body to whom is delegated the duty of managing the general affairs of the company such agents have duties of a fiduciary nature and it is a rule of universal application, that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have a personal interest conflicting, or which possibly may conflict, with the interest of those whom he is bound to protect. The director must exercise their powers bona fide for the benefit of the company as a whole and must be no conflict between the director’s interest and the interest of the company’’
in the case of Rolled steel products Ltd v British steel corporation [1985] All ER 52, the director of steel, owned 51 per cent of the shares in the company and was also a director of Scottish steel in which he owned all the issued shares. Scotties steel owned money to BSc and steel personally guaranteed the loan, when BSc wanted additional security, caused steel to give this guarantee, even through doing so was of no benefit to rolled steel. Both Scottish steel and Rolled steel went into liquidation.
Held: although the guarantee given by Rolled Steel was not Ultra vires, BSc could not claim on the loan and BSc both knew that the contact was of no benefit to Rolled steel and that it had therefore been given for an improper purpose, why in all this state’s Robert as a director must exercise their powers for the benefit of the company as a whole and must be no conflict between the director’s interest and the interest of the company. Robert owes a duty of care and skill to the company; the general standard expected being that reasonable man looking after his own affairs. There are three propositions which are outlined to director of their duty of care and skill they own to a company. First director always need to show the level and amount of care and skill which would be expected from someone with their own personal level of knowledge and experience, also director is not expected to give continuous attention to the company’s affairs. Third, a director is entitled to trust that an official to whom duties have been delegated is exercising those duties properly. Directors should have regard to the interests of the company’s employee as well as to the interest of the member, if there is any problem with the interest of the company with the interest of the employees the director has no chose to put the company first at all time Robert as to be carefully when dealing with problems which involves employees, never the less the company comes first in his own duty.
The local authority decided to extend the public park, the land owned by Estate Ltd, the local authority offered compensation only for the value of the land, the buildings and loss of profit suffered by Estate Ltd.
Compulsory purchase powers are, as the term relates, to the authority and supremacy for the local government such as councils or other public sectors to purchase and the acquisition of any property, without any restraint of consent, which is deemed to be the main source and pillar to the development of territory resources which would gain the local community directly or on a national level. Hence compulsory purchase powers are alleged and classified as a very crucial instrument exercised by local authorities or public sector in the measurement, selection and process of appropriate resources congregation for the allocation on the social and economical change basis.
Consequently attributed bodies with compulsory purchase power are however expected to base their potential purchase projects with the Acquisition of Land Act 1981 where the enclosed guidelines and key elements will offer guidance for aims and gains, also with statutory or administrative requirements in relation to processes and procedures before the implementation of any action-plan. With appropriate logical investment scheme set up and rational utilisation of resources, objectives will be achieved with optimum gains which would therefore result in the effectiveness and efficiency of urban renaissance, communities’ renewal and the development and promotion of business opportunities thus affecting and improving quality of life and standard of living of the community on a local or national level.
Compensation is the financial reward offered on behalf of authorised bodies such as councils or government after the execution of compulsory purchase powers to affected party known as claimant in the acquisition of their properties.
However the evaluation and judgement concepts of compensation cases are based on specific and profound law binding ethics where each and every individual case are assessed in particularity. Hence professional advices are therefore normally sought from both acquiring authorities and claimants where issues and concerns are dealt, negotiated and agreed in accordance to key elements of extensive law which covers compulsory purchase powers and compensation aspects, so Estate Ltd is entitled to compensation from the local authority.
Research Ltd asked a large number of volunteers to test eat one of their new products, this new product had been contaminated with dangerous bacteria and 50 of the volunteers became seriously ill. In this case the 50 volunteers can sue and make a claim for damages under personal injury claim in trot which covers physical or psychiatric harm, disease and illness raise problems not encountered with other, however in this case of research Ltd who got large number of volunteers there new product cause a seriously illness to the volunteers so there well be liable. Its not so easy to calculate the value of a lost limb or permanent loss of general good health and even if it were money can never really compensate for such losses, even though personal injury cases may take years to come to trial, the degree of recovery to be expected may be still be unclear and new symptoms may not appear until years later. In some cases a statute may impose duties without men harm as a result of the breach of duty will try to sue in tort. He could either sue in negligence or for the tort of breach of statutory duty. To show the latter he must show that parliament intended liability in tort to ensue, despite its not having mentioned such liability in the statute.
Adam v Cape industries plc [1990] CH 433, The Court of Appeal in Cape industries recognised that the rigid doctrine now espoused by the English courts differs markedly from that of the European Court of justice where a group of companies may be treated as a single economic entity. Clearly, English courts applying EU law to groups of companies must follow the lead of the European Court of justice. The court of Appeal structured its new and more restrictive approach to lifting the veil of incorporation which will prevent the Parent companies liable for the debts of subsidiary companies. In this case Healthy Eating Ltd is the parent company to Research Ltd which means Healthy Eating Ltd is not liable for Research Ltd debts and in this case research Ltd who got large number of volunteers there new product cause a seriously illness to the volunteers so there well be liable for the serious illness on the volunteers and the volunteers have every right to make a claim under personal injury in trot and get the compensation which they should get.
Healthy Eating Ltd contacted the company’s solicitor Mr Brown of Brown, Black & Co, for investment advice. Mr Brown informed Robert of an investment scheme which Mr Brown stated provided very good returns and that everybody gets paid. Mr Brown also stated that he would ensure that the company’s funds would be protected and that there was no risk to the money. At a later meeting Robert signed the investment agreement and an escrow agreement. In this case Robert asked Mr Brown for an advice but Mr Brown as got a scheme of investment which turns out to be fraud, in the sense that Robert paid in 100,000 in to Brown, Black & Co hoping in six months time to get back 500,000 but the money was never seen or not even the 100,000 came back, this turns out to be fraud. Escrow agreement was made this means a settlement of payment, which mean they are prove of the money been paid in and an agreement was made, also their can make a claim for tort of deceit. A company itself like Healthy Eating Ltd can sue for fraudulent statements made by those for whom it is vicariously responsible and those who are responsible for the prospectus, so long as they have knowledge of the Falsity of the statements made, are liable in deceit whether or not rescission of the allotment is obtained.
‟it’s for the claimant to prove the facts (whether in a claim or in a defence) that give rise to the fraud, including the state of mind of the person making the representation and reliance. Such is the seriousness of allegations of dishonesty are treated, a court will look for persuasive evidence that the dishonest conduct is more likely than not. According, it is simply a question of having evidence of dishonesty, but convincing evidence of an intrinsic better quality proving the facts that the person making the misrepresentation did so with a guilty mind”. Lord Hershell
In the case of Robert they have been a negligent misrepresentation by Brown, black & Co as well as it was also fraud. Misrepresentation Act 1967 states a person who has committed negligent misrepresentation he shall be so liable as if the misrepresentation had been made fraudulently. In the case of Royscot trust v Rogerson [1991] 3 All ER 294 was held Damages were awarded on the trot of deceit basis. The finance company was therefore able to recover all losses which flowed from their having entered into the contract, even unforeseeable losses, as long as these were not too remote, as well as in this case Robert the managing director of Healthy Eat Ltd has every right to get all the money they paid into Brown Black, and their reward for this breach of contract should be them going back to the situation they were before this contract was signing just as was decided in the case just above. Furthermore, in this case of Macnaghten in Gluckstein v Barnes [1900] AC 240, if by a number of statements you intentionally give a false impression and induce a person to act upon it, it is no one the less false although if one takes each statement by itself there may be difficulty in showing that any specific statement is untrue. Healthy Eat Ltd should make a claim under the trot of Deceit and in making this claim they should prove an Escrow agreement made to Brown, Black & Co as well as Healthy should prove an Escrow agent which is the bank to prove that the money was paid into Brown account, also some reward healthy Eat can get back is their 100,000 and compensation of any future loss it must have cause the company
Word Court: 2500
Bibliography and References
Keenan and Riches' Apr 2009
Apr 2008
2nd Edition
Fundamental Principles 4th Edition
