of appellant company wanted to acquire two cinemas.
company formed for this purpose.
of two cinemas offered, provided subsidiary company’s share capital was paid
intention was that applicant company would own all shares in subsidiary.
applicant company could only afford to purchase 2/5 of the shares.
directors and other investors bought the rest.
shares in subsidiary sold and profit made.
shareholders of applicant company sought to make directors liable to account
of Lords held them liable to account.
that was required to make this finding was that:
were directors of applicant company.
relationship to applicant company.
of limited company are creature of statute and not fiduciaries in every
there was a fiduciary relationship here)
dependent on finding of fraud, absence of bona fide, or similar.