Da Silva v C H Chemicals (Pty) Ltd : fiduciary duties of resigning directors

Abstract

It is a well-entrenched principle of corporate law that a director has a fiduciary duty not to make a secret profit out of his trust, and generally must not place himself in a position in which his duty and self-interest may conflict (Aberdeen Railway Co v Blaikie Bros (1854) 2 Eq Rep 12 461; Regal (Hastings) Ltd v Gulliver [1967] 2 AC 134 (HL); Robinson v Randfontein Gold Mining Co Ltd 1921AD 168; Phillips v Fieldstone Africa (Pty) Ltd 2004 (3) SA 465 (SCA); Bhullar v Bhullar [2003] 2 BCLC 241 (CA);MS Blackman, R D Jooste, G K Everingham, M Larkin, C H Rademeyer & J L Yeats Commentary on the Companies Act Volume 2 (2008) 8-30). This broader principle may be subdivided into two categories, namely the corporate opportunity rule and the no-profit rule.