LONDON & NEW MASHONALAND EXPLORATION CO LTD V NEW MASHONALAND EXPLORATION CO LTD: IS IT AUTHORITY THAT DIRECTORS CAN COMPETE WITH THE COMPANY?

There is confusion concerning the ability of directors to compete with the company. There is uncertainty about whether a different rule or a relaxed application of the conflict rule is applied to directors competing with the company in contrast to other fiduciaries, such as trustees personally competing with the trust business. This stems from a preoccupation with the 1891 decision of New Mashonaland Exploration Co Ltd v New Mashonaland Exploration Co Ltd (‘New Mashonaland) and a misunderstanding of the conflict rule. Courts and academics have expressed unease about this decision and uncertainty about the scope and meaning of the ‘New Mashonaland principle’, which provides that directors can compete with the company. This article aims to clarify the scope and meaning of the principle. In doing so it will be argued that the New Mashonaland principle is a limited one which does not answer whether a director can compete with the company; rather a director competing with the company is one application of the conflict rule. A proper understanding of the conflict rule reveals why a director competing with the company will not inevitably breach the rule. This article suggests a three step approach for applying the conflict rule that shifts attention away from New Mashonaland and back onto the unique facts and circumstances, which equitable doctrines and principles must accommodate. [ABSTRACT FROM AUTHOR]