Luciano Centofanti v Eekimitor Pty Ltd No. SCGRG 94/1044 Judgment No. 4924 Number of Pages 20 Corporations Management and Administration (1995) 65 Sasr 31

Luciano Centofanti, a director of Eekimitor Pty Ltd, appealed against a judgment in favour of Eekimitor on its counterclaim for breach of fiduciary duty. The counterclaim arose from a series of commercial transactions involving the leasing of premises owned by Eekimitor to Benevino, a company controlled by Centofanti. Eekimitor argued that Centofanti failed to properly disclose his conflict of interest in the transaction to the shareholders and directors, resulting in financial loss. The central legal issues were the extent and formality of the disclosure required of Centofanti, and whether his actions constituted a breach of fiduciary duty. The Court held that Centofanti was only required to disclose his conflict of interest to the directors, not the shareholders. His disclosure was deemed adequate and in compliance with statutory obligations. The Court also found that Centofanti's actions were taken in good faith to alleviate the financial difficulties faced by Eekimitor. The appeal was allowed, and the counterclaim was dismissed in favour of Centofanti.