Lee v Futurist Developments Ltd

Lee v Futurist Developments Ltd

Mr Lee breached fiduciary duty by concealing and diverting Unite commission to Parkmoor without informed consent of other shareholders; Mrs Lee entitled to compel sale of Switch Island property as trust deed not induced by actionable misrepresentation; Skelhorne's wider corporate opportunity claim and misappropriation claims fail for lack of evidence and causation.

Parties
Claimant: Jennifer Jean Lee; Defendant/claimant by Counterclaim: Futurist Developments Limited (formerly Skelhorne Developments Limited); Defendant by Counterclaim: Derek Lee
Jurisdiction
England and Wales
Judgment Date
08 November 2010
Procedural Posture
Civil (chancery Division) / Final Judgment After Trial
Outcome
Mrs Lee's claim succeeds; Skelhorne's counterclaim against Mrs Lee dismissed; Skelhorne's counterclaim against Mr Lee succeeds only as to Unite commission.
Legal Topics
Director's Fiduciary Duties, Corporate Opportunity, Misappropriation, Misrepresentation, Trusts, Rescission, Equitable Compensation
Company Law Equity Fiduciary Duties Director's Fiduciary Duties Corporate Opportunity Misappropriation Misrepresentation Trusts +2 more

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Parties

Jennifer Jean Lee

Claimant

Futurist Developments Limited (formerly Skelhorne Developments Limited)

Defendant/claimant by Counterclaim

Derek Lee

Defendant by Counterclaim

Procedural Posture

Civil (chancery Division) / Final Judgment After Trial

Legal Issues

  1. 1 Whether Mr Lee breached fiduciary duties as director of Skelhorne by diverting Unite introduction fee to Parkmoor
  2. 2 Whether Mrs Lee is entitled to compel sale of Switch Island property under Declaration of Trust
  3. 3 Whether Skelhorne is entitled to rescind Switch Island Declaration of Trust for misrepresentation

Ratio Decidendi

Mr Lee breached fiduciary duty by concealing and diverting Unite commission to Parkmoor without informed consent of other shareholders; Mrs Lee entitled to compel sale of Switch Island property as trust deed not induced by actionable misrepresentation; Skelhorne's wider corporate opportunity claim and misappropriation claims fail for lack of evidence and causation.

Court Disposition

Mrs Lee's claim succeeds; Skelhorne's counterclaim against Mrs Lee dismissed; Skelhorne's counterclaim against Mr Lee succeeds only as to Unite commission.

Orders

  • Order for sale of Switch Island property to realise Mrs Lee's 25% interest
  • Mr Lee to account to Skelhorne for net Unite commission (£405,000) with compound interest