''Boulting v Association of Cinematograph, Television and Allied Technicians''

963 Year 963 ( CMLXIII) was a common year starting on Thursday (link will display the full calendar) of the Julian calendar. Events By place Byzantine Empire * March 15 – Emperor Romanos II dies at age 25, probably of poison admini ...

2 QB 606 is a

UK labour law United Kingdom labour law regulates the relations between workers, employers and trade unions. People at work in the UK can rely upon a minimum charter of employment rights, which are found in Acts of Parliament, Regulations, common law and equit ...

and

UK company law The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary lega ...

case from the Court of Appeal. It covers the issue of what it means to act in the best interests of the company, relevant under section 172 of the

Companies Act 2006 The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely ...

Facts

Two managing directors of a film company,

John and Roy Boulting John Edward Boulting (21 December 1913 – 17 June 1985) and Roy Alfred Clarence Boulting (21 December 1913 – 5 November 2001), known collectively as the Boulting brothers, were English filmmakers and identical twins who became known for thei ...

, 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 The Association of Cinematograph, Television and Allied Technicians (ACTT) was a trade union in the United Kingdom which existed between 1933 and 1991. History The union was founded by technicians at the Gaumont British Studios in 1933 as th ...

, a trade union (the ACTAT). Until 1950 they had been union members, but then they tore up their cards and paid no further subscriptions. In 1959 the union claimed that they needed to pay up to date for their membership fees, and said they must be members of the union. At this time, like many unions, there was a

closed shop A pre-entry closed shop (or simply closed shop) is a form of union security agreement under which the employer agrees to hire union members only, and employees must remain members of the union at all times to remain employed. This is different fr ...

agreement. Rule 7 of the union's rules said that "The association shall consist of all employees engaged on the technical side of film production... including film directors." They also wanted an injunction restraining the union from making them join.

Judgment

A majority Court of Appeal held that there was no principle which prevented every employee from becoming union members. Lord Justices Upjohn and Diplock held, firstly, there was nothing ''ultra vires'' about rule 7. Secondly, the fiduciary rule that one should not put oneself in a position of conflict of interest was aimed to protect the principal (in this case the company the managing directors worked for) not the agent (the managing directors). So they could not rely on this argument as a way to shield themselves. And thirdly, there was no conflict of interest anyway between being a union member and a manager. However, they said a court is entitled to grant an injunction against a trade union to prevent an injury which is not "alleged to have been committed" notwithstanding the

Trade Disputes Act 1906 The Trade Disputes Act 1906 (6 Edw. 7 c. 47) was an Act of the Parliament of the United Kingdom passed under the Liberal government of Sir Henry Campbell-Bannerman. The Act declared that unions could not be sued for damages incurred during a ...

s.4(1).

Lord Denning MR Alfred Thompson "Tom" Denning, Baron Denning (23 January 1899 – 5 March 1999) was an English lawyer and judge. He was called to the bar of England and Wales in 1923 and became a King's Counsel in 1938. Denning became a judge in 1944 when ...

dissented. He argued that the word "employee" in rule 7 did not include managers. Even if it did, it would be unlawful to force managers to become union members unless provision was made for possible conflicts of interest. Lord Denning also famously commented on the position of "nominee" directors. He expressed the view that there is nothing wrong with a director being nominated by a particular shareholder to represent his interests "...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". That statement of the law was cited with approval by the Privy Council in .At paragraph 5

Notes

{{reflist, 2 United Kingdom company case law United Kingdom labour case law Lord Denning cases 1963 in British law Court of Appeal (England and Wales) cases 1963 in case law United Kingdom trade union case law

Facts

Judgment

See also

Notes