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A B Cook v George S Deeks and others (Ontario) [1916] UKPC 10 [1916] AC 554 [1916] 1 AC 554. WTLR Issue: Summer 2017 #168. Facts. Aberdeen Railway Company v Blaikie Bros (1854) UKHL 1. Was there a breach of the fiduciary duty of the directors by diverting the business endeavor of Toronto Construction Company to another company? During the negotiations, they decided to enter into the contract personally, on their own behalves, and incorporated a new company, the Dominion Construction Company to carry out the work. A shareholder in the Toronto Construction Company brought a derivative action against the directors and the Dominion Construction Company. Ultraframe (UK) Ltd v Fielding and others, Brown, Brown v Bennett, Freedman Scott and Others, FHR European Ventures Llp and Others v Cedar Capital Partners Llc, Intertradex SA v Lesieur Tourteraux SARL: QBD 1977, London and River Plate Bank Ltd v Bank of Liverpool Ltd: 1896, Portman Registrars v Mohammed Latif: 1987, Secretary of State for the Environment v Possfund (North West) Ltd and others: ChD 1997, Penwith District Council v Secretary of State for the Environment: QBD 1977, North Central Wagon Finance Co Ltd v Brailsford: 1962, Clarke v South Gloucestershire Council: EAT 17 Oct 2006, London Borough of Lambeth and others v Corlett: EAT 26 Sep 2006, Saunders v Sun Life Assurance Co. of Canada: 1894, Rosenthal v Alderton and Sons Limited: CA 1946, Tsakiroglou and Co Ltd v Noblee Thorl GmbH: HL 1961, Crown Estate Commissioners v Town Investments Limited: QBD 1992, Regina v Pontypridd Juvenile Court ex parte B and others: Admn 1988, Agricultural, Horticultural and Forestry Industry Training Board v Kent: CA 1970, Regina v Clerkenwell Metropolitan Stipendiary Magistrate ex parte Director of Public Prosecutions: 1984, Re Hailey Group Ltd; In re a Company No 008126 of 1989: 1992, Regina v Chief Constable of Kent ex parte L: 1991, Lewis v Governing Body of John Beddoes School and Another: EAT 17 Nov 2004, Edwick v Sunbury-on-Thames Urban District Council: 1962, Autohouse Tottenham Ltd v Constantinou: EAT 20 Nov 2001, Fordyce or Burton or Clarke v Clarke: ScSf 24 Aug 2006, Crawford v Springfield Steel Co Ltd: 18 Jul 1958, Gambau, Jean-Yves Belladoui v Mark Catering Ltd: EAT 19 Nov 2001, Gus Home Shopping Ltd v E Green, C Mclaughlin: EAT 27 Sep 2000, Hobourn Aero Components Limited’s Air Raid Distress Fund: 1946. They then passed a shareholder resolution declaring that the company had no interes… We do not provide advice. If a director or officer contravenes this. Instead of obtaining it for the company they worked for, they instead resigned and set up their own rival company, winning the contract. In Bhullar v Bhullar, [27] Cook v Deeks [28] and Industrial Development Consultants Ltd v Cooley, [29] the courts found the directors in situations where their personal interests and their duties to the company conflicted such that now they would be in breach of section 175(1). The shareholdings of the directors were then put to use by carrying out a resolution that Toronto Construction Company does not have anything to do with the new project, which then automatically excluded Cook from the project. Cook v. G.S. Type Legal Case Document Date 1916. 5:59:00 AM. Cases & Articles Tagged Under: Cook v Deeks [1916] 1 AC 554 | Page 1 of 1. Special thanks to Chris, Brinal, Kun Ying. [3] This is mainly the underlying principle governing the rule of majority. . The basic principle relating to the administration of the affairs of a company is that “the courts will not, in general, intervene at the instance of shareholders in matters of internal administration; and will not interfere with the powers conferred on them under the articles of the company”. Cook v Deeks. Labels Avoid Acquisition of Undisclosed Profits Business Law Company Law Conflict of Interest Consideration Contracts Cook v Deeks [1916] 1 AC 554. It helped in construction of railways in Canada. Last. If D enters into trading contract under his own name instead of company name by using information about new business opportunities which he obtained as a D. Main remedy for director's breach of duty. Said in the former and to allow it in the latter makes some sense director, who is Cook Holdings... A defendant directors do not have any contractual or fiduciary duty making the resolution they have to! 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