Autumn 2006 Newsletter Contents Into The Unknown Season Of Goodwill Farewell Andre Toon Done Doon Day Of Reckoning Artistic Licence Gizmos Again A Free Lunch Sweet As Nectar Security Concerns Going For A Spin The Cap Does Not Fit While It's Hot? Code Cracking Bad Connection Broken Trusts You Can't Take It With You Dividend Returns IR35 RIP? Spam Spam Spam Breaking Up Duty Calls Time Shift Moving Vans

Duty Calls Life is so much easier if people do the decent thing. If they don't, then judges will have to sort out what is the minimum standard of acceptable behaviour. That was the issue in a recent case about a solicitor who was engaged by a company to advise it on a property transaction. His formal contract was with a subsidiary, but his client was really the holding company of the group. The holding company then discovered that he was bidding for another property in direct competition with it. The company made an allegation of misconduct against him, claiming that he was in breach of his duty to act in the best interests of the company. He brought an action for defamation, stating that his duty was only to the subsidiary with which he had a contract. He had done nothing wrong, and it was libellous to say that he had. The Court of Appeal decided that the allegation was justified. Although the contract was with the subsidiary, it was clear to all parties - in particular to the solicitor - that the holding company was really the client, and the subsidiary was just a means of contracting with him and paying him. It was not defamatory to say that he had breached his duty, because he did owe a duty to the holding company. If you find that you are in a position where your own interests conflict with your duty, you are always likely to be at risk. It's a good idea to take advice, and we will be happy to help.