Regal (Hastings) Ltd v Gulliver

Regal (Hastings) Ltd v Gulliver [1967] 1 All ER 37 is a leading case in UK company law regarding the rule against directors and officers from taking personal advantage of a corporate opportunity in violation of their duty of loyalty to the company.

But then the beneficiaries brought an action against the directors, saying that this profit was in breach of their fiduciary duty to the company.

The liability arises from the mere fact of a profit having, in the stated circumstances, been made.”Lord Wright said (at 157), "The Court of Appeal held that, in the absence of any dishonest intention, or negligence, or breach of a specific duty to acquire the shares for the appellant company, the respondents as directors were entitled to buy the shares themselves.

With the greatest respect, I feel bound to regard such a conclusion as dead in the teeth of the wise and salutary rule so stringently enforced in the authorities.

It is suggested that it would have been mere quixotic folly for the four respondents to let such an occasion pass when the appellant company could not avail itself of it; Lord King, L.C., faced that very position when he accepted that the person in the fiduciary position might be the only person in the world who could not avail himself of the opportunity.