Regal (Hastings) Ltd v Gulliver

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Citation: Regal (Hastings) Ltd v Gulliver [1967] 2 AC 134.

This information can be found in the Textbook: Evans, Equity and Trusts, 3rd edition, Lexis Nexis, 2012, pp. 142-3 [12.40].

Contents

Background Facts

  • The defendants were the directors of Regal, a company which operated a cinema.
  • Regal created HAC, intending it to be a subsidiary, to acquire two cinemas nearby. :*:*However, because of lack of money, the directors and solicitors personally paid for 60% of the shares in HAC.
  • HAC acquired the cinemas, and then both were sold off together to the Plaintiff [Gulliver] for a profit.
  • The Plaintiffs, as the new management of Regal, took proceedings against the ex-directors and solicitor, seeking an account of profits made on the sale of their personal shares in HAC.

Legal issues

Judgment

Viscount Sankey:

  • A fiduciary cannot have personal interests conflicting with the interests of those he is bound to protect. If he has any property acquired as a fiduciary, he must account it to his principle.

Lord Russell:

  • The liability of fiduciaries does not depend on fraud or bona fides; it arises from the mere fact of profit, no matter how honest they were.
  • The defendants attracted liability due to their fiduciary relationship with Regal. They obtained their shares merely by reason of their position. Thus, they are accountable for the profits they made out of them.
  • The defendants were thus liable to Regal for those profits on the ground that they had obtained their shares by reason of their position as directors of Regal and in the course of their office as directors.

Notes

  • This decision can be viewed as a little harsh, but it was nevertheless approved in Australia.[1]
  • The directors were held liable due to a set of unfortunate circumstances. Had they been slightly different, they probably would not have been.[2]
  • Lord Russell was incorrect in saying that the directors got their shares merely by reason of their position in Regal - there was a combination of reasons.[3]

References

  1. Warman International v Dwyer (1995) 128 ALR 201, 209.
  2. Equity Textbook, pp. 143-4 [12.41].
  3. Equity Textbook, p. 144 [12.42].
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