JJ Harrison (Properties) Ltd v Harrison [2001] EWCA Civ 1467 (11 October 2001)

JJ Harrison (Properties) Ltd v Harrison [2001] EWCA Civ 1467 (11 October 2001)

A director who procures a transfer of company property to himself in breach of fiduciary duty holds it as constructive trustee for the company; the company's claim to recover the proceeds is not barred by limitation under section 21(1)(b) of the Limitation Act 1980, and the defence of laches/acquiescence fails where the company did not have knowledge of the material facts until 1997.

Citation
[2001] EWCA Civ 1467
Parties
Claimant/respondent: J. J. Harrison (Properties) Limited; Defendant/appellant: Peter Harrison
Jurisdiction
England and Wales
Judgment Date
11 October 2001
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal and Cross Appeal
Outcome
Appeal dismissed; cross-appeal allowed
Legal Topics
Directors' Fiduciary Duties, Constructive Trusts, Limitation of Actions, Laches, Breach of Trust, Disclosure of Interest, Remedies for Breach of Fiduciary Duty
Company Law Equity and Trusts Directors' Fiduciary Duties Constructive Trusts Limitation of Actions Laches Breach of Trust Disclosure of Interest +1 more

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Parties

J. J. Harrison (Properties) Limited

Claimant/respondent

Peter Harrison

Defendant/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal and Cross Appeal

Legal Issues

  1. 1 Whether a director who acquires company property in breach of fiduciary duty holds it as constructive trustee for the company
  2. 2 Whether the company's claim is barred by the Limitation Act 1980
  3. 3 Whether the defence of laches/acquiescence applies

Ratio Decidendi

A director who procures a transfer of company property to himself in breach of fiduciary duty holds it as constructive trustee for the company; the company's claim to recover the proceeds is not barred by limitation under section 21(1)(b) of the Limitation Act 1980, and the defence of laches/acquiescence fails where the company did not have knowledge of the material facts until 1997.

Court Disposition

Appeal dismissed; cross-appeal allowed

Orders

  • Declaration that Mr Harrison held the land as constructive trustee for the company
  • Order for account of profits to the company