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Abbey Glen Property Corpn v Stumborg
(1978) 85 DLR (3d) 35, [1978] 4 WWR 28
Court: Alta SC
Judgment Date: circa 1978
Case History
Annotations | Case Name | Citations | Court | Date | Signal |
- | Abbey Glen Property Corpn v Stumborg | (1978) 85 DLR (3d) 35, [1978] 4 WWR 28 | Alta SC | circa 1978 | |
On Appeal from | Abbey Glen Property Corpn v Stumborg | (1976) 65 DLR (3d) 235, [1976] 2 WWR 1 | Alta SC | circa 1976 |
COMPANIES - COMPANIES REGULATED BY THE COMPANIES ACT 1985 - REGULATION AND MANAGEMENT - DIRECTORS - LIABILITY OF DIRECTORS - IN RESPECT OF IMPROPER PROFITS - PROFITS ARISING OUT OF OFFICE - DIRECTOR NEGOTIATING WITH THIRD PARTY ON BEHALF OF COMPANY - THIRD PARTY REFUSING TO DEAL WITH COMPANY BUT DEALING WITH DIRECTOR PERSONALLY - WHETHER CHANGE OF SHAREHOLDERS DEFENCE TO LIABILITY TO ACCOUNT FOR PROFIT
In an action by a corporation against former directors for breach of fiduciary duty, the directors were held liable to account for profits derived from certain land transactions with a third person. The trial judge held that it was irrelevant that the third person refused to deal with the corporation, and that the corporation could not itself have profited from the opportunity. Between the date of the last breach of duty and the date of the action, there had been a complete change of shareholders of the corporation. On appeal to the Appellate Division of the Alberta Supreme Court, it was argued that the new shareholders would be unjustly enriched if the former directors were compelled to account to them: Held however, dismissing the appeal, the right to an account was an asset of the corporation that enured to the benefit of the new shareholders.
