In English law, a fiduciary duty is a duty of loyalty and good faith owed by someone in a position of trust to another party. It requires the fiduciary to act solely in the beneficiary’s interests, avoiding conflicts and unauthorised gains.
Fiduciary duties arise in relationships of trust and confidence, such as trustee and beneficiary, company director and company, or solicitor and client. Equity imposes strict obligations to prevent abuse of power and protect vulnerable parties.
Classic cases include Bristol and West Building Society v Mothew (1998), defining fiduciary obligations, and Boardman v Phipps (1967), where a fiduciary had to account for profits gained despite acting in good faith.
Fiduciary duties safeguard integrity in relationships of trust, ensuring that those with power act in the best interests of others. They remain central to equity, company law, and professional regulation.
February 27, 2026
Directors' disqualification proceedings against two individuals who controlled three insolvent companies. They diverted company funds to other businesses in which one had interests, causing substantial creditor losses. Both were found unfit as directors for failing to respect corporate personality principles and were disqualified for seven and eleven years respectively. Facts...
February 27, 2026
Craig Whyte, former director of Rangers Football Club and Tixway Limited, was disqualified from being a company director for 15 years. The court found his conduct demonstrated dishonesty, breach of fiduciary duties, misuse of company funds, and wilful disregard for creditors' interests and administrative duties. Facts The Secretary of State...
February 25, 2026
Charles Saatchi sought permission to continue a derivative claim on behalf of Triptych Logistics Limited against its sole director, Rahul Gajjar, alleging misappropriation of company assets including unauthorised loans, payroll payments, vehicle purchases, and credit card misuse. The court granted permission, finding sufficient merit in the claims. Facts Charles Saatchi...
February 25, 2026
Directors of Regal used their position to acquire shares in a subsidiary company, Amalgamated, which they subsequently sold at profit. The House of Lords held that directors in a fiduciary position must account for profits made by reason of that position, regardless of good faith or whether the company suffered...
February 22, 2026
A double derivative action brought by John Snr's sons against their uncle Ronald, alleging he fraudulently transferred Casterbridge's assets to himself or his family's trust, depriving them of their 30% entitlement. The court dismissed all claims, finding no fraud, breach of fiduciary duty, or de facto directorship established. Facts This...
February 20, 2026
The first compensation order case under sections 15A and 15B of the Company Directors Disqualification Act 1986. Mr Eagling, sole director of Noble Vintners Ltd, misappropriated £559,484 to his own company. He was disqualified for 15 years and ordered to pay compensation to creditors who suffered direct losses from his...
February 20, 2026
Lexi Holdings, a bridging finance company, had £59.6 million misappropriated by its managing director Shaid Luqman. The Court of Appeal held that his sisters Monuza and Zaurian, as directors, were liable for losses caused by their total inactivity, as they failed to inform fellow directors of Shaid's criminal convictions and...
February 20, 2026
A minority shareholder sought permission to continue a derivative claim against directors for allegedly diverting a business opportunity (La Senza acquisition) to a company owned by the majority shareholder. Permission was refused as the court found the claim lacked sufficient merit, independent committees opposed it, and alternative unfair prejudice remedies...
February 20, 2026
Mr Pyke, a director excluded from company management after suffering a stroke, set up a competing business with his former company's main customer. The Court of Appeal held he did not breach fiduciary duty because his exclusion from all company affairs meant his directorship was nominal, eliminating any conflict of...
February 20, 2026
Shareholders sought permission to continue a derivative claim against directors alleging breach of duty in accepting rescission of share sale agreements and failing to assert beneficial ownership of mining licences. The court refused permission for most claims but adjourned consideration of the trust claim, directing the board to reconsider its...
February 19, 2026
A trustee held a lease of market profits for an infant beneficiary. When the lessor refused to renew for the infant, the trustee obtained the lease himself. The court held he must assign it to the infant and account for profits, establishing the strict 'no profit' rule for fiduciaries. Facts...
February 19, 2026
Liquidators of HLC Environmental Projects Ltd sought relief against its principal director, Mr Carvalho, for misfeasance under s.212 Insolvency Act 1986. The director had caused the insolvent company to make substantial payments to a Portuguese parent company, to himself personally, to a bank, and to a third party, without proper...
February 19, 2026
Franbar Holdings Ltd, a 25% shareholder in Medicentres, sought permission to continue a derivative claim against directors Patel and du Plessis for alleged breaches of duty including diversion of business opportunities. The court refused permission, finding Franbar had adequate alternative remedies through its existing unfair prejudice petition and shareholders' action....
February 19, 2026
Mr Bryant resigned as director after being effectively forced out by his co-director Mr Foster. During his notice period, a major client offered Mr Bryant future work through his own company. The Court of Appeal held there was no breach of fiduciary duty as his resignation was innocent, he did...
February 19, 2026
UPMS, a member of an LLP which wholly owned Fort Gilkicker Ltd, sought permission to bring a double derivative action against a director who allegedly misappropriated a business opportunity. The court held that multiple derivative actions survived the Companies Act 2006 and granted permission to continue the claim. Facts Universal...
February 19, 2026
A company director prepared and submitted competitive bids for contracts through a rival company whilst still a director. The Court of Appeal held that his breaches of fiduciary duty were fraudulent within s.21(1)(a) Limitation Act 1980, meaning no limitation period applied. Directors are Class 1 fiduciaries and trustees for limitation...
February 19, 2026
A company director was alleged to have failed to declare his interest in a management agreement between his company and a firm he partnered. The Court of Appeal held that sufficient disclosure had been made at board meetings where the conflict of interest was expressly acknowledged, and the appeal was...
February 18, 2026
Directors of JKX Oil & Gas issued restriction notices under company articles to suspend voting rights of shareholders who allegedly failed to comply with disclosure notices. The Supreme Court held the restrictions were issued for an improper purpose – to influence AGM voting outcomes rather than to obtain information –...
February 18, 2026
Directors of VTL made £4.55m secret profit through fraudulent tax avoidance schemes, breaching their fiduciary duties. VTL's successor, Aquila, claimed proprietary rights to these funds under a constructive trust. The Supreme Court held that the directors' fraud could not be attributed to VTL, preserving Aquila's proprietary claim in priority to...
February 18, 2026
Mr Simonet, managing director of CMS Dolphin Ltd, resigned and diverted clients Argos, Reebok and DFB to his new venture with Mr Patterson. The court held he breached fiduciary duties by appropriating maturing business opportunities and was accountable for profits, even though profits were made through a corporate vehicle. Facts...
February 18, 2026
Mr Burnell invested £250,000 in Trans-Tag Ltd, expecting shares in return under an agreement with Mr Aird. When shares were not issued, he sought repayment. The company counterclaimed for breach of directors' duties after Mr Burnell acquired the company's licensor. The court allowed partial recovery for both parties. Facts Trans-Tag...
February 18, 2026
BTI claimed directors of AWA breached their duty to creditors by paying a dividend to parent company Sequana, reducing assets available to meet contingent indemnity liabilities. The Court of Appeal upheld the section 423 claim against Sequana for defrauding creditors but dismissed the breach of duty claim, finding the creditors'...
February 18, 2026
Bilta’s liquidators sued its former directors and their co-conspirators for losses caused by a VAT carousel fraud. The directors had breached their fiduciary duties by causing Bilta to participate in fraudulent transactions. The Supreme Court held that the illegality defence was not available to the defendants because attributing the directors’...
February 16, 2026
Directors of a family company purchased property adjacent to company premises for their personal benefit without disclosing the opportunity to their co-directors. The Court of Appeal held they breached their fiduciary duty as there was a real sensible possibility of conflict between their personal interests and their duty to the...
February 16, 2026
Former directors of Queens Moat Houses plc appealed against orders making them liable for unlawful dividends paid based on accounts that did not give a true and fair view. The Court of Appeal dismissed their appeal and allowed the company's cross-appeal, holding directors accountable for dividends paid on dishonestly prepared...
April 13, 2026
National Case Law Archive
April 13, 2026
National Case Law Archive
April 13, 2026
National Case Law Archive