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45 Ibid. 14 See especially Benson v. Heathorn (1842) 1 Y. 69 Re Crenver & Wheal Abraham United Mining Co., ex p. Wilson (1872) L.R.8 Ch.App. BL1.5.docx - 4. "Promoters have a fiduciary duty". Discuss. The explanation is that the trustees in these early companies were simply in the position of holding trustees, who exercised no discretion but simply did what the directors ordered. This point is made clear by Cotton L.J. However, On 1 August Graham sold a quantity of office chairs, which he had purchased for 1000, to Tidy plc for 4000 and it is submitted that this transaction is likely to prove incompatible with the law. As to the efficacy of such articles both in relation to equitable and common law duties, see Imperial Mercantile Credit Association v. Coleman (1871) L.R. 366 (P.C.) 11, 13, 15; Cooke, , Corporation, Trust and Company (Manchester, 1950), pp. 6425; Pennington, p. 737; and see Bamford v. Bamford [1970] Ch. 1, para. } View all Google Scholar citations 96. Millers (Invercargill) Ltd. v. Maddams [1938] N.Z.L.R. 365, 373, applied in the Multinational Gas case, [1983] Ch. 322; Regal (Hastings) Ltd. v. Gulliver [1942] 1 All E.R. Cf. Operations Management. 257Google Scholar, where directors who acquired a member's shares without cost, in the course of negotiations for a reorganisation, were required to surrender them to the company. 79 Re Thomson [1930] 1 Ch. The explanation is that the trustees in these early companies were simply in the position of holding trustees, who exercised no discretion but simply did what the directors ordered. 795, 803804, per Cotton L.J. ), p. 678 et seq. 6425. 2006. https://doi.org/10.1017/S0008197300011223, Get access to the full version of this content by using one of the access options below. Cf. 85(a) with art. How far has the law acknowledged these differences? To allow the majority to control the bringing of proceedings in respect of the ultra vires acts of directors would be a radical extension of the rule in Foss v. Harbottle beyond the limits recognised by the authorities: see, e.g., Edwards v. Halliwell [1950] 2 All E.R. 592; the Widows' Case, note 15, supra; Hichens v. Congreve (1828) 4 Russ. The leading company law case is Irvine v. Union Bank of Australia [1877] 2 App. 58 Hirsche v. Sims [1894] A.C. 654; Seligman v. Prince & Co. [1895] 2 Ch. 619: 8 directors, 2 trustees, 3 public officers (for the purposes of litigation). Franks, Julian R. Looking for a flexible role? 47 Bell Houses Ltd. v. City Wall Properties Ltd. [1966]Google Scholar 2 W.L.R. Lagunas Nitrate Co v Lagunas Syndicate For rescission to be available there must be restitutio in integrum Re Lady Forrest Gold Mine 701, 720, per Lord Hatherley, L.C.