Bhullar v Bhullar [2003] EWCA Civ 424
Corporate opportunity doctrine
Duty to avoid conflicts of interest = duty to communicate opportunities
A director owes a duty to avoid conflicts of interests, including through the exploitation of a corporate opportunity.
In this case the company operated grocery stores, but also owned a commercial property which it let to tenant. The tenants used part of an adjacent property as a car park. One of the company’s directors saw a ‘for sale’ sign on the adjacent property. He caused a company which he controlled to buy the land without telling the other directors of the company. It was held that he was under a duty to communicate the opportunity to the company because it would have been a ‘worthwhile’ opportunity for the company.
Updated 19 March 2026
This case summary accurately reflects the decision in Bhullar v Bhullar [2003] EWCA Civ 424. The corporate opportunity doctrine and the no-conflict duty described remain good law. The duty to avoid conflicts of interest, including in relation to corporate opportunities, is now also codified in statute: section 175 of the Companies Act 2006 imposes a duty on directors to avoid situations in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company. Bhullar v Bhullar continues to be cited as an important pre-codification authority illustrating the scope of that duty, and courts have continued to apply the principles it establishes. Readers should note that the 2006 Act governs the position for companies incorporated or operating under English law, and that section 175 sets out the statutory framework within which cases such as this are now considered.
