For most purposes it is sufficient to say that directors occupy a fiduciary position and all the powers entrusted to them are only exercisable in this fiduciary capacity. In the result, the company’s assets are impressed with the qualities of a trust fund, so that they may be followed into the hands of an alienee who takes with notice of their ultra vires application. Further, where the directors make a profit as the result of their fiduciary position, they have to account to the company for it. On these principles, there was no need for the learned trial judge to have found fraud in the defendant: it was sufficient that she contented herself in finding a breach of fiduciary relationship.
CUDJOE v. CONTE LTD. [1964] GLR 28 [1964] SLR (SC) 1 · Supreme Court · 1964 · SARKODEE-ADOO JSC
Read it in the judgment