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Full case name Mohan Singh Bhullar & ors v Inderjit Singh Bhullar & anr Citation(s) [2003] EWCA Civ 424, 2 BCLC 241 Ruling court Court of Appeal of England and Wales Similar Industrial Development Consulta, Regal (Hastings) Ltd v Gulli, Aberdeen Rly Co v Blaikie Br, Boardman v Phipps, Bray v Ford | ||
Bhullar v Bhullar [2003] EWCA Civ 424 is a leading UK company law case on the principle that directors must avoid any possibility of a conflict of interest, particular relating to corporate opportunities. It was not decided under, but is relevant for, s 175 Companies Act 2006.
Contents
Facts
Bhullar Bros Ltd was owned by families of two brothers. Each side owned 50% of ordinary shares. The directors were Mr Mohan Bhullar, his son Tim, Mr Sohan Bhullar and his sons Inderjit and Jatinderjit. The company had a grocery store at 44 Springwood Street, Huddersfield. It also owned an investment property called Springbank Works, Leeds Road, which was leased to a bowling alley business called UK Superbowl Ltd. In 1998 the families began to fall out. Mohan and Tim told the board they wished for the company to buy no further investment properties. Negotiations began to split up the company, but they were unsuccessful. In 1999, Inderjit went bowling at the UK Superbowl Ltd alley. He noticed that the carpark next door (called White Hall Mill) was on sale. He set up a company called Silvercrest Ltd (owned by him and Jatinderjit) and bought, but did not tell Bhullar Bros Ltd. But Mohan and Tim found out and brought an unfair prejudice claim (now s 994 CA 2006) on the basis that Inderjit and Jatinderjit had breached their fiduciary duty of loyalty to the company.
Judgment
Jonathan Parker LJ held that there was a clear breach of the rule that directors must avoid a conflict of interest.
Brooke LJ and Schiemann LJ concurred.