Two managing directors of a film company, John and Roy Boulting, applied for a declaration that while they were performing 'management functions' (e.g. producing and directing) they were not eligible for membership of the Association of Cinematograph, Television and Allied Technicians, a trade union (the ACTAT).

A majority Court of Appeal held that there was no principle which prevented every employee from becoming union members.

[2] Even if it did, it would be unlawful to force managers to become union members unless provision was made for possible conflicts of interest.

in these words: "The directors are a body to whom is delegated the duty of managing the general affairs of the company.

The agreement would clearly be void as against public policy: see Osborne v. Amalgamated Society of Railway Servants [1909] 1 Ch.

Nothing wrong, that is, so long as the director is left free to exercise his best judgment in the interests of the company which he serves.

But if he is put upon terms that he is bound to act in the affairs of the company in accordance with the directions of his patron, it is beyond doubt unlawful (see Kregor v. Hollins (1913) 109 L.T.

It is contrary to public policy that any director should be made to deny his trust and throw over the interests of those whom he is bound to protect.

An officer of a trade union, too, is in a fiduciary position towards the members, and no employer would be justified in seeking, by promises or threats, to induce him to act disloyally towards them.

In each one of these cases the reason is simple: it is wrong to induce another to act inconsistently with the duty of fidelity which he has undertaken by contract or trust to perform: cf.

But if he is put upon terms that he is bound to act in the affairs of the company in accordance with the directions of his patron, it is beyond doubt unlawful".

[3] That statement of the law was cited with approval by the Privy Council in Central Bank of Ecuador v Conticorp SA [2015] UKPC 11.