Facts
- Royal Brunei Airlines entered into an arrangement with a travel agency, which was to hold certain funds on trust for the airline.
- Mr. Tan, director of the travel agency, misapplied funds that were held on trust, using them for the agency’s own purposes.
- Royal Brunei Airlines suffered financial loss as a result of the misappropriation.
- The central question was whether Mr. Tan could be personally liable for the breach of trust, even if he did not personally benefit from the misappropriated funds.
Issues
- Whether dishonesty, for the purpose of establishing third party liability in breach of trust, should be assessed by an objective or subjective standard.
- Whether a fiduciary or third party who does not personally benefit from a breach of trust can be held personally liable based on their role and state of mind.
- The circumstances under which third parties assisting in a breach of trust may be found personally liable.
Decision
- The House of Lords held that dishonesty is to be judged by the standards of ordinary, reasonable people, introducing an objective standard for such assessments.
- It was determined that a fiduciary or third party can be personally liable for a breach of trust if their conduct is dishonest by this objective test, regardless of personal benefit.
- The court clarified that knowledge and state of mind of the defendant remain relevant but must be considered against societal norms of honesty.
- The liability of third parties is not limited to individuals knowingly participating in a breach; it extends to those whose conduct fails to meet the required objective standard of honesty.
Legal Principles
- Dishonesty in trust and fiduciary law is assessed objectively, by the standards of ordinary, reasonable people, not the defendant's subjective views.
- An individual may be personally liable for breach of trust if found dishonest by this objective standard, regardless of whether they derived financial benefit.
- Third parties who assist in a breach can be liable if their actions would be considered dishonest by societal standards, broadening the potential scope of liability in fiduciary contexts.
- The court’s approach ensures consistent application of the law and reflects societal expectations of honesty in professional dealings.
Conclusion
Royal Brunei Airlines v Tan clarified that liability for assisting in a breach of trust is determined by the objective standard of dishonesty, making conduct, rather than intent or personal gain, central to personal liability for breach of trust and fiduciary obligations.