“… Guinness plc v Saunders [1990] 2 AC 663 (“Guinness”), Lord Goff, after citing the judgments of Lords Wilberforce and Pearson in Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549, said at 697 that, to the extent that a director had failed to comply with the duty of disclosure imposed by the company’s articles:…”
“…sions of this court, Freeman & Lockyer (A Firm) v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 786 (Freeman & Lockyer) and Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549.…”