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LAW 3211
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Sultan Abu Bakar & Ors v. Mohd Latiff bin Shah
Mohd & Ors [1996] 2 MLJ 265.
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interest 'without the consent or ratification of a
general meeting'.
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The House of Lords in Regal (Hastings) Ltd v.
Gulliver [1942] 1 All ER 378 held that the directors
could have protected themselves by making full
disclosure in the general meeting.
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business decision because directors are humans and
not all business matters are predictable.
The 1st element of this rule is, that the directors made
their decision in good faith for a proper purpose. The
facts of our problem tell us that the directors of Pickle
Bhd wanted to conclude the sale of land quickly. In
line with this decision, they didn't carry out their own
investigation as the market value of the land but
relied on an independent report. The question is, was
this a decision made in good faith for a proper
purpose?
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practice to rely on independent reports in assessing
the market value of any given piece of land.
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contract, add to this Sharp Ltd's subsequent
withdrawal of offer. During the waiting period, no
conflict of interest arised with regards to Devi, as no
offer of contract had been made to her yet. When the
offer was eventually made to her, it had already been
withdrawn from Pickle Bhd. They are two different
instances with no chain of events connecting them,
save the fact of their subsequence.
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The next issue is, whether Devi is in breach of any
fiduciary duty as a former director for soliciting
employees of Pickle Bhd.
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