판결 이유
A fiduciary who obtains a profit by virtue of their fiduciary position must account for that profit to the beneficiaries, even if they acted in good faith and even if the trust could not have obtained the profit itself.
사실관계
Boardman was a solicitor to a trust. He and one beneficiary (Tom Phipps) used information gained through the trust to purchase shares in a company, resulting in profit for both themselves and the trust. Another beneficiary (John Phipps) claimed the profits.
판결 요약
The House of Lords held, by a 3–2 majority, that Boardman (the trust's solicitor) and Tom Phipps stood in a fiduciary relationship to the trust and had obtained their profit by use of information and an opportunity that came to them through that position while purporting to act on the trust's behalf. Applying the strict rule in Keech v Sandford and Regal (Hastings) v Gulliver, they were liable to account for the profit even though they had acted honestly and in good faith, had benefited the trust, and the trust itself could not or would not have bought the shares. The majority (Lords Cohen, Hodson, and Guest) stressed that liability does not depend on fraud or bad faith, nor on any loss to the beneficiaries, but on the possibility of a conflict between interest and duty. Because Boardman and Phipps had acted openly and their skill and effort had greatly increased the value of the trust's holding, the House allowed them a generous allowance on a liberal scale for their work. Lords Upjohn and Viscount Dilhorne dissented, taking a narrower view of when information or opportunity is truly obtained by reason of the fiduciary position.
주요 인용문
"The rule of equity which insists on those, who by use of a fiduciary position make a profit, being liable to account for that profit, in no way depends on fraud, or absence of bona fides."
— Lord Guest
후속 처리
Leading authority on the fiduciary duty not to make an unauthorised profit. Applied and discussed extensively in subsequent cases on fiduciary obligations.
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