Bhullar v. Bhullar

Mohan and Sohan Bhullar were brothers who owned and operated a grocery store on Springfield Street in Huddersfield (the Bhullar company). Over time, the Bhullar company acquired additional property for the operation of additional grocery stores, plus another property, Springbank, that the Bhullar company leased to the operator of a bowling alley. Mohan’s sons, Steven and Kalvinder (Tim), were added to the Bhullar company board of directors. Other members of Mohan’s and Sohan’s families participated in the operation of the Bhullar company, but only Mohan, Sohan, Steven, and Tim were board members. A falling out occurred between Mohan’s and Sohan’s families, who decided to part ways. The negotiations to split the Bhullar company took considerable time, during which Mohan adopted the position that the company should acquire no further properties. Subsequently, Sohan’s family (defendants) discovered that the property adjoining Springbank (the new property) was for sale. The new property included the parking lot leased and used by the bowling alley. Sohan’s family acquired the new property through another company they owned, Silvercrest Trading (GB) Ltd (Silvercrest), without disclosing to Mohan’s family (plaintiffs) that the property was available. Mohan’s family sued, contending that Sohan breached his fiduciary duty to the Bhullar company by not disclosing the opportunity to purchase the Springbank-adjoining property. Mohan’s family sought damages and transfer of the new property to the Bhullar company. Sohan’s family contended that they innocently came upon the new property and that Mohan’s family was not involved or showed interest in the new property. The trial court rejected Mohan’s family’s request for damages but ruled that the property had to be transferred from Silvercrest to the Bhullar company. Sohan’s family appealed to the England and Wales Court of Appeal.