What is the impact of a director’s conduct in the context of a fiduciary relationship?
Ontario, Canada
The following excerpt is from Millgate Financial Corporation Ltd. v. BCED Holdings Ltd., 2003 CanLII 39497 (ON SC):
The consequences were summarized succinctly by Vinelott J. in Movitex Ltd v. Bulfield and others, [1986] BCC 99 (Ch. Div.) as follows: "The true principle is that if the director places himself in a position in which his duty to the company conflicts with his personal interest or his duty to another, the court will intervene to set aside the transaction without inquiring whether there was any breach of the director’s duty to the company. That is an over-riding principle of equity."
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