I find the reasoning in Shaker v. Al-Bedrawi, [2002] EWCA Civ 1452, [2002] 4 All E.R. 835 persuasive on this point. In Shaker, the plaintiff alleged he was induced by the defendant to invest in a business project to be managed and controlled by the defendant through an “operating company” incorporated for that purpose. He alleged that, although the defendant was the sole director and nominal shareholder of the operating company, the shares were held in trust for him. He alleged further that the defendant subsequently sold the business of the operating company to a third party without advising him and without accounting to him for his share of the profits on his investment. He claimed the defendant had misappropriated the purchase price in whole or in part and, as his trustee, was liable to account to him for his breach of trust. He also claimed against the defendant’s solicitors in the sale transaction, alleging against them that they had knowingly participated in the breach of trust and had benefited to the extent of the fee they were paid out of the purchase price.
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