549 C Sample Clauses

549 C. A. Sometimes the contract is treated as void as was the case in the ▇▇▇▇▇▇’▇ case above.” [107] A Breach of duty by a director, within the context of his/her actions as a director, may range from the almost innocuous to the outright dishonest (including theft), or even fraudulent, which may vitiate any transaction undertaken by the director, that may arise. [108] Again it has been noted in the English Court of Appeal case of ▇▇▇▇▇ v Cutland3, this time by ▇▇▇▇▇ ▇▇, that disclosure, of one kind or 3 [2003] EWCA CIV 810. another, may be an important distinguishing factor which may mitigate or aggravate such a situation, when he noted as follows: “At the heart of ▇▇ ▇▇▇▇▇▇▇’▇ submissions on behalf of ▇▇. ▇▇▇▇▇▇▇ is a submission that there is a difference in legal consequence between (on the one hand) a breach of duty which consists of making a payment out of the company’s funds which could have been lawfully made if procedures for obtaining approval under the company’s constitution had been followed and (on the other hand) a payment which was in effect a theft. Both such payments are, however, breaches of duty. It is the duty of directors to follow the appropriate procedures in the company’s constitution as much as it is their duty to apply corporate property only for proper purposes. Failure to obtain appropriate approval and insufficient disclosure is a serious matter. Disclosure plays an important role in company law and the quality of disclosure is important. Disclosure is required for many purposes and it performs at least two valuable functions. It ensures that information is passed from the directors to the shareholders or from one director to another. It also acts as a deterrent against self- dealing. As ▇▇▇▇▇▇▇▇ ▇ (a justice of the United States Supreme Court) said extra-judicially, ‘sunlight can be the best of disinfectants’. Meaningless disclosure does not perform these functions and inadequate disclosure is often little better than no disclosure at all.” [109] Even in a less defined situation than that existing between a director and a company, such as a relationship of a personal character, may give rise to a relationship of trust and confidence being established, such that legal duties and obligations may arise, and may result in legal remedies being available which may properly be claimed and ordered by a court. As already noted a quasi/de-facto partnership may be considered to have been created by the court in a somewhat less formalised situat...