3 Feb 2006
ILION TECHNOLOGY CORPORATION V ROBIN THEODORUS JOHANNINK AND ORS HC AK CIV 2004-404-003358
- Citation
- openlaw-2a9ae98a_f081_4a8c_aa1e_ed1c42559184.pdf
- Court
- High Court
Where agreements to purchase shares were made during capital raising periods or where investors approached the manager (PML) and the director learned of the opportunity by reason of his office, the director was obliged to disclose the approach to the board and obtain fully informed consent before selling his or associated interests' shares; failure to do so constituted a breach of fiduciary duty entitling the company to an account of profits. The Phoenix Trust received profits with imputed knowledge and holds part on constructive trust; the accountant was not liable for dishonest assistance.