Imageview Management Ltd v Jack
An agent who takes a secret commission from the other party to a transaction forfeits his right to remuneration from his principal, and must account for the secret commission.
Facts
Imageview, an agency, agreed to act for Mr Jack, a footballer, to find him a club. It found him a club in Scotland, Dundee United, and he paid it commission on his salary. Without telling Mr Jack, Imageview also agreed with the club to be paid a fee for obtaining his work permit, which was in fact paid out of money that might otherwise have been offered to Mr Jack. When Mr Jack found out, he stopped paying the commission, and Imageview sued him.
Legal principle
The Court of Appeal held that Imageview was not entitled to its commission, and must repay the commission it had already received and account for the secret fee. Jacob LJ said that an agent who makes a secret profit in breach of his fiduciary duty forfeits his right to remuneration, even if he acted honestly and the principal suffered no loss, because he had put himself in a position of conflict of interest. The rule is strict, because it is intended to deter agents from such conduct.
Related cases on directors' duties: conflicts of interest
- Aberdeen Railway Co v Blaikie Brothers (1854) 1 Macq 461
- Bhullar v Bhullar [2003] EWCA Civ 424, [2003] 2 BCLC 241
- CMS Dolphin Ltd v Simonet [2001] 2 BCLC 704
- Cook v Deeks [1916] 1 AC 554
- Foster Bryant Surveying Ltd v Bryant [2007] EWCA Civ 200
- Fulham Football Club Ltd v Cabra Estates plc [1994] 1 BCLC 363
- Guinness plc v Saunders [1990] 2 AC 663
- Industrial Development Consultants Ltd v Cooley [1972] 1 WLR 443
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This summary is for study and revision and is not legal advice. Although our case summaries are checked for accuracy, we do not guarantee that they are free from errors or omissions. Always read the full judgment for the court's reasoning.
