basic principle that directors owe their legal duties to company rather than
wrote to company secretary asking if he knew anyone likely to buy their shares.
and two other directors purchased shares.
subsequently discovered that third party offer to purchase company was already
on table, to knowledge of chairman and directors.
offer meant shares worth much more than what chairman and directors had paid.
asked for sale to be set aside on ground chairman and directors had been in
breach of duty to shareholders.
duty owed by chairman and directors to shareholders.
duties were owed to company.
situation may now be covered by s459 remedy]