Sinclair Investments (UK) Ltd v Versailles Trade Finance Ltd (in administration): light at the end of the labyrinth

On 29 March 2011 the Court of Appeal handed down its long awaited judgment in the case of Sinclair Investments (UK) Ltd v Versailles Trade Finance Ltd (in administration). [1] The Court examined the relief available for breach of fiduciary duty, questioning whether the long-established Privy Council decision in Attorney-General for Hong Kong v Reid [1994] 1 AC 324 is good law. Charles Thomson, Yindi Gesinde and Henry Garfield of Baker & McKenzie trace through the decision.

Charles Thomson (+44 (0) 20 7919 1879, charles.thomson@bakermckenzie.com) is a Senior Associate and Solicitor-Advocate (All Higher Courts) in the Dispute Resolution Department, Baker & McKenzie LLP, Yindi Gesinde (+44 (0) 20 7919 1057, yindi.gesinde@bakermckenzie.com) and Henry Garfield (+44 (0) 20 7919 1180, henry.garfield@bakermckenzie) are Associates with the firm.

The main principles to be derived from this case are as follows:

• If an officer of a company receives a bribe, the company does not have a proprietary claim to that bribe, even if the bribe has appreciated in value, for example, because of a profitable investment. The company would only have a personal claim against the officer to account for the value of that bribe;