Aberdeen Rly Co v Blaikie Bros

Arguably therefore, Blaikie Bros would now have been able to enforce the contract, but Aberdeen could then personally sue the directors for damages flowing from any loss.

Mr Blaikie's ‘personal interest would lead him to an entirely opposite direction, would induce him to fix the price as high as possible.

So strictly is this principle adhered to, that no question is allowed to be raised as to the fairness or unfairness of a contract so entered into.

It obviously is, or may be, impossible to demonstrate how far in any particular case the terms of such a contract have been the best for the interest of the cestui que trust, which it was possible to obtain.

While he filled that character, namely, on 6 February 1846, he entered into a contract on behalf of the Company with his own firm, for the purchase of a large quantity of iron chairs at a certain stipulated price.

I observe that Lord Fullerton seemed to doubt whether the rule would apply where the party whose act or contract is called in question is only one of a body of Directors, not a sole trustee or manager.

It was Mr Blaikie’s duty to give his co-Directors, and through them to the Company, the full benefit of all the knowledge and skill which he could bring to bear on the subject.

As far as related to the advice he should give them, he put his interest in conflict with his duty, and whether he was the sole Director or only one of many, can make no difference in principle.

Lord Cranworth L.C. gave the leading judgment with which Lord Brougham concurred.