LML4806
ASSIGNMENT 2 SEMESTER 2 2025
UNIQUE NO.
DUE DATE: 2025
, LML4806: Company Law
Assignment 2 – Semester 2 (2025)
Total Marks: 20
Question 1 (15 marks)
Issue:
Whether Lerato breached her fiduciary duties to Internet World (Pty) Ltd by accepting
and concluding a contract in her personal capacity with Skylab (Pty) Ltd after resigning
as a director.
Applicable Law:
Section 75 & 76 of the Companies Act 71 of 2008
Fiduciary duties of directors: Duty to avoid conflicts of interest, act in good
faith, and not to misappropriate corporate opportunities.
Relevant case law:
o Robinson v Randfontein Estates Gold Mining Co Ltd 1921 AD 168
o Phillips v Fieldstone Africa (Pty) Ltd 2004 (3) SA 465 (SCA)
o Da Silva v CH Chemicals (Pty) Ltd 2008 (6) SA 620 (SCA)
Application:
In Phillips v Fieldstone, the court held that a director has a continuing fiduciary duty not
to misappropriate a corporate opportunity, even after resignation, if the opportunity
arose during the director’s tenure.
In Robinson, the principle was reinforced that directors may not profit from opportunities
that belong to the company, even if they resign before exploiting such opportunity.
ASSIGNMENT 2 SEMESTER 2 2025
UNIQUE NO.
DUE DATE: 2025
, LML4806: Company Law
Assignment 2 – Semester 2 (2025)
Total Marks: 20
Question 1 (15 marks)
Issue:
Whether Lerato breached her fiduciary duties to Internet World (Pty) Ltd by accepting
and concluding a contract in her personal capacity with Skylab (Pty) Ltd after resigning
as a director.
Applicable Law:
Section 75 & 76 of the Companies Act 71 of 2008
Fiduciary duties of directors: Duty to avoid conflicts of interest, act in good
faith, and not to misappropriate corporate opportunities.
Relevant case law:
o Robinson v Randfontein Estates Gold Mining Co Ltd 1921 AD 168
o Phillips v Fieldstone Africa (Pty) Ltd 2004 (3) SA 465 (SCA)
o Da Silva v CH Chemicals (Pty) Ltd 2008 (6) SA 620 (SCA)
Application:
In Phillips v Fieldstone, the court held that a director has a continuing fiduciary duty not
to misappropriate a corporate opportunity, even after resignation, if the opportunity
arose during the director’s tenure.
In Robinson, the principle was reinforced that directors may not profit from opportunities
that belong to the company, even if they resign before exploiting such opportunity.
