Joseph de Lacey and Natasha Molson analyse the Supreme Court’s decision in Crown Prosecution Service v Aquila Advisory Ltd The court confirmed the approach as set out in Jetivia, namely that in proceedings by a company against its directors for breach of fiduciary duty, the fraud of the directors could not be attributed to the …
Continue reading "Fiduciary obligations and constructive trusts: Attribution of illegality"
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Wills & Trusts Law Reports | March 2015 #147W and the defendant embarked on a project with the aim of acquiring a substantial interest in an English company, TSE, which started with the acquisition of 125,000 TSE shares in 2002 (the first tranche). In 2003 they attempted to make additional acquisitions of TSE shares, such attempts involving three of W’s companies, including the plaintiff. The overall scheme was that funds would be provided by one company, Assanzon, for the acquisition of shares for another company, Momentum, which were held for its beneficial owners which were principally the plaintiff company, Libertarian. The fu...
Wills & Trusts Law Reports | September 2014 #142The claimants engaged Cedar Capital Partners LLC (Cedar) to act as their agent in negotiating the purchase by FHR European Ventures LLP of the issued share capital of Monte Carlo Grand Hotel SAM (which owned a long leasehold interest in the Monte Carlo Grand Hotel) from Monte Carlo Grand Hotel Ltd (vendor). As such an agent, Cedar owed a fiduciary duty to the claimants, notwithstanding which it entered into an exclusive brokerage agreement with the vendor to provide for the payment of a €10m fee following completion – the vendor was paid €211.5m when the purchase was completed on 2...
Mark Pawlowski looks at a landmark ruling on how an agent who has taken advantage of a bribe or received a secret commission in breach of their fiduciary duties holds the amount received ‘So, what has been the subject of judicial and academic controversy for over two centuries has now, at last, been authoritatively put …
Continue reading "Secret Commissions: Unauthorised profits – an update"
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Wills & Trusts Law Reports | May 2013 #129The claimants (Investor Group) appealed from the decision of Simon J ([2011] EWHC 2308 (Ch)) that the Investor Group was entitled to a personal, but not a proprietary, remedy against Cedar Capital Partners LLC (Cedar). There was no appeal from Simon J’s decision that Cedar was liable to account in equity to the Investor Group.
Monte Carlo Grand Hotel in Monaco was owned by Monte Carlo Hotel SAM, a Monegasque company. The company’s share capital was owned by Monte Carlo Grand Hotel Ltd, a BVI company. In September 2004, the BVI company was interested in selling the hotel, either by...
Wills & Trusts Law Reports | March 2013 #127Stanley Shirt, the claimant (C), owned the freehold of the family farm (Syda) and an agricultural tenancy (Rufford), which he lost in 2007 as a result of failure to pay the rent. He had three sons and a daughter. In 1974 C entered into a farming partnership with his wife, Marie (M), who died in 2004, and his son, Alan (A). Both farms were recorded as partnership assets. In 2006 C fell out with A and thereafter they carried on two separate businesses. A lived in a house on Rufford until the tenancy came to an end, when he moved into a caravan on Syda. C brought a claim for possession agai...
Mark Pawlowski and James Brown consider a recent ruling on proprietary relief for a secret commission acquired by an agent for securing the purchase of a property The difficulty confronting future courts will be to identify which situations fall within the opportunity category identified in Sinclair and which fall outside it. It is trite law …
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