![]() As Scrutton LJ said in Rhodes at p.28, "The more that principle is enforced, the better for the honesty of commercial transactions." Go toġ. So the strict rule is there as a real deterrent to betrayal. If all the agent has to pay if and when he is found out are damages the temptation to betray the trust reposed in him is all the greater. ![]() Necessarily such a betrayal may not come to light. We are here concerned not with merely damages such as those for a tort or breach of contract but with what the remedy should be when the agent has betrayed the trust reposed in him notions of equity and conscience are brought into play. Once a conflict of interest is shown, as Atkin LJ said in the last passage quoted, the right to remuneration goes. That in itself would be enough, but there is more: the profit was not only greater than the work done but was related to the very contract which was being negotiated for Mr Jack. And there was a breach of a fiduciary duty because of a real conflict of interest. This is a case of a secret profit obtained because Mr Berry/Imageview was Mr Jack's agent. And that there can be cases where there is just an honest breach of contract such as Keppel. I accept Mr Lopian's submission that there can be cases of harmless collaterality. Therefore, I think, the defendants are entitled to recover on their counterclaim. On the other hand, there may well be breaches of duty which do not go to the whole contract, and which would not prevent the agent from recovering his remuneration and as in this case it is found that the agents acted in good faith, and as the transaction was completed and the appellant has had the benefit of it, he must pay the commission. Now I am quite clear that if an agent in the course of his employment has been proved to be guilty of some breach of fiduciary duty, in practically every case he would forfeit any right to remuneration at all. Atkin LJ said at p.592: The other question is whether the respondents should succeed on their counterclaim. And about a year later, when Mr Jack asked about it, Mr Berry told him "it was none of your business." Go to
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