''Bishopsgate Investment Management Ltd v Maxwell (No 2)''
993BCLC 814 is a
UK company law case concerning a director's duty to act for proper purposes of the company. This case is an example of what would now be
Companies Act 2006, section 171.
Facts
Robert Maxwell, who controlled Maxwell Group plc and bought the
Daily Mirror in 1984, fell off his yacht in the
Canary Islands
The Canary Islands (; es, Canarias, ), also known informally as the Canaries, are a Spanish autonomous community and archipelago in the Atlantic Ocean, in Macaronesia. At their closest point to the African mainland, they are west of Morocc ...
on 5 November 1991. It transpired he had used the company pension funds to fund his own lifestyle.
Ian Maxwell was Robert’s son and a director of Bishopsgate Investment Management Ltd, which was meant to be safeguarding the company pension plans. He had signed share transfers from Bishopsgate to Maxwell Group plc for no
consideration
Consideration is a concept of English common law and is a necessity for simple contracts but not for special contracts (contracts by deed). The concept has been adopted by other common law jurisdictions.
The court in ''Currie v Misa'' declared ...
. The shares had been held on trust for a number of pension schemes. The liquidators of Bishopsgate sued Ian Maxwell to compensate for the value of the shares, on the basis that it was an improper use of the company's property.
Judgment
Hoffmann LJ
Leonard Hubert "Lennie" Hoffmann, Baron Hoffmann (born 8 May 1934) is a retired senior South African–British judge. He served as a Lord of Appeal in Ordinary from 1995 to 2009.
Well known for his lively decisions and willingness to break ...
held that Ian Maxwell was liable for the value of the shares, not even on the basis of any negligence, but merely by misapplying the assets.
[This would now fall under CA 2006 s 171.]
Ralph Gibson LJ and
Leggatt LJ concurred.
See also
*''
Macmillan Inc v Bishopsgate Investment Trust plc (No 3)''
996WLR 387
Notes
{{reflist, 2
References
*
United Kingdom company case law
English trusts case law
Court of Appeal (England and Wales) cases
1993 in United Kingdom case law