Farrar v Farrars Ltd (1888) 40 ChD 395
Mortgagee power of sale; whether he can sell to a company of which he is a shareholder.
Mortgagees exercised their power of sale over real property. They advertised the land and it appeared there were no reasonable prospects of finding a purchaser. They set up a company specifically for the purpose of buying the property themselves, and purchased it. The mortgagee was a shareholder in the company. The mortgagors applied to the court for an order to have the sale set aside.
The mortgagors argued the sale was fraudulent and the property had been undervalued. They claimed the mortgagee had breached his fiduciary duty towards them, and created a conflict of interest because he was a shareholder in the company purchasing the land. They claimed a mortgagee could not sell property to himself or to a company in which he had an interest. Further, they claimed such transactions were against public policy and ought to be set aside. The mortgagee argued he had not sold the property to himself but to a limited company. He maintained he had taken all reasonable steps to obtain a good price for the property, the transaction had not been at an undervalue, and the sale was bona fides.
The sale was upheld. A sale by a person to a limited company of which he is a shareholder is not a sale to himself. A corporate body has a distinct legal identity to those of the persons holding shares in it. The mortgagees had taken all reasonable steps to obtain a reasonable price and the price paid at the time of the transaction was adequate.
Cite This Work
To export a reference to this article please select a referencing stye below:
Related ServicesView all
Related ContentJurisdictions / Tags
Content relating to: "UK Law"
UK law covers the laws and legislation of England, Wales, Northern Ireland and Scotland. Essays, case summaries, problem questions and dissertations here are relevant to law students from the United Kingdom and Great Britain, as well as students wishing to learn more about the UK legal system from overseas.
Future Interpretation of the Law in Shipping
Introduction The essay will consider the decision in Omak Maritime Ltd v Mamola Challenger Shipping Co (2010) EWHC 2026 (Comm) and ......
R v Jones - 1987
There were six appellants to the appeal a conviction under s 20 of the Offences against the Person Act 1861. All had pleaded guilty to at least two......