Commonwealth Oil & Gas Company Limited v Baxter & Another [2009] CSIH 75: Breach of Director's Fiduciary Duties.

22 October 2009

This reclaiming motion, and cross-appeal, arose out of a dispute relating to oil developments in the Caspian Sea. The First Division clarified the fiduciary duties owed by a non-executive director. In particular, the First Division provided guidance on the content of such a director's fiduciary duties when the director wished to pursue a business opportunity for himself which was in the same line of business as the company's business. The cross-appeal considered the requirements of the doctrine of "knowing receipt" which can make a third party liable to repay to a company the proceeds of a director's breach of fiduciary duty if they knowingly received such proceeds from the director. The First Division clarified the legal foundations of this doctrine in Scots Law and set out what required to be averred and proved in order for a company to be able to rely upon it. 

Heriot Currie QC and Mark Lindsay represented the reclaimers and Richard Keen, Dean of Faculty was senior counsel for the respondents and cross-appealers.

http://www.scotcourts.gov.uk/opinions/2009csih75.html"