The Resigning Director: A Tale of Two Cases

• Main Author: KOH, Pearlie
• Format: text
• Language: English
• Published: Institutional Knowledge at Singapore Management University 2008
• Subjects: Asian Studies; Business Organizations Law; Comparative and Foreign Law
• Online Access: https://ink.library.smu.edu.sg/sol_research/906
• Institution: Singapore Management University

It is axiomatic that a corporate director stands in a fiduciary position vis-a-vis his company. The application of the fiduciary principles that impose this liability to account has often been described as absolutist and uncompromising. This was famously demonstrated by the House of Lords' decision in Regal (Hastings) v. Gulliver where Lord Russell affirmed that the liability arises from the mere fact of a profit having, in the circumstances, been made. Two recent decisions, one of the High Court of Singapore and the other, the English Court of Appeal, make for an interesting study in contrasts. Whilst the English decision appeared to indicate a certain preparedness to reconsider the ambit of a director's obligations by reference to the particular factual circumstances, the Singapore court has held true to the traditionally strict stance, imposing liability without embarking on an investigation of the circumstances attendant to the impugned acts.