Fiduciary duty & deceptive misrepresentatrion.

Posted by no-toppost on September 17, 2009, 10:56 pm

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The combination of facts are rather complex here:-

The Articles of Association of a private company requires the
auditor/s to determine a 'fair value' as betwen willing buyer
and seller, if a shareholder and the board can't agree on a
price when the share holder wants to sell his shares.
Importantly, share sales to the public are prohibited, so that
there is no market to determine a value. The shareholders
[newly inheriting the company] didn't know the detials of the
Articles of Association; nor did the auditor/s.

The mother and 4 children majority controlling shareholders
offered the single minority shareholder a joke price for his
shares and gave written warning that "if the disputes are
not settled, we'll get attorneys ..".

The minority owed legal costs to the majority, which were one
third of the net value of a company loan account, which the
minority had inherited. So, as majority controllers of the
company, the majority had posession and control of the bank
deposit of three times the minority's debt to them.

Unknow to the minority, the majority transfered the loan
account, which the minority had inherited, to the will executor
and executed the minority's rental property: sole income source.

Their motive was, to contrive a liquidity crisis for the minority,
to force him to sell his shares to save his rental property.

The legal fees taxing record shows a lot of correspondence
between: the majority's attorney, the will executor and
the company auditor; around the time when the tricky
timing of the contrived execution of the minority's property
was done. Ie. these parties collaborated.

It is now discovered that the Auditor [of the company, for over
10 years] didn't know that the Articles of Association required
him to put forwards a fair price for the shares; and the record
shows that he had associated himself with the majority's
'joke price' by being the broker/mediator [since the
minority and majority were not on speaking terms].
The Auditor had told the minority [although it can't be
proved] that "even if the fair price is ten times their offer,
you'll never get it".

Q1. can the minority expect the Court to replace the auditor,
as the fair price determiner ?

Q2. Since the Auditor didn't know his duty/s per the Articles
of Association, but would have performed them if they had
been pointed out to him, is he guilty of failure to perform
fiduciary duty - or is it just too bad for the minority, that HE
too didn't know the protection offered by the Articles of
Association ?

Thanks for any feedback.