Ardlethan Options Limited v Easdown [1915] HCA 53

20 C.L.R.] OF AUSTRALIA.

(HIGH COURT OF AUSTRALIA.)

ARDLETHAN OPTIONS LIMITED 4 . APPELLANTS ;

DEFENDANTS, AND EASDOWN : : 2 is r . RESPONDENT. PLAINTIFF,

ON APPEAL FROM THE SUPREME COURT OF NEW SOUTH WALES.

Company—Agent—Secret profits—Profits received. on behalf of another—Recovery by company—Shares—Non-delivery of scrip by company—-Mcasure of damages.

E. had on behalf of himself and C. acquired from B., the owner of a mining lease, an option to purchase it for £2,500 on the terms that, on the sale of the lease to a company which E. intended to promote, B. would pay to E, two- thirds of the difference between that sum and £1,400—one-third for E. and one-third for C. E. and others subsequently promoted a company which purchased the lease and paid to B. the £2,500 of which B. paid to E. the two- thirds of £1,100 as agreed. E. had not paid to C. his share of that sum. KE. brought an action against the company, in which the company by counter- claim sought to recover from E. certain moneys on the ground that E. as agent of the company had received them as secret commission on certain sales to the company of certain mining leases, including the sale by B. of the lease in question, and, alternatively, on the ground that E. as one of the promoters of the company had received the moneys as secret profits on the sales by them to the company of the leases. A decree was made, by consent, containing a declaration that E. was a trustee for the company of (inter alia) all money received from B. by way of commission or in respect of any profit received or made by E. on the sale by B. of the option or on the exercise of it.

Held, that the declaration was limited to the claim against E. as agent of the company and that the company was not entitled under it to recover the one-third of £1,100 received by E. on behalf of C.