High Court Of Justice. (Before. M. JusncE SwnXES EuaDLy) PERCIVAL V. WEIGIT. This was an action against threo persons who wern directors of Mixon's Navigation Company (Limited) to set aside a sale of shares in the company to them, on the ground that at the time of the sale they-wera in posses- sion of information which, it vas alleged, they ought to, have disclosed to the vendors befor making their bargain. The plaintiffs were the executors of a Mr. Art'hur Wed.- wood, who was a large shareholder in the company. After taldng the advice of Messrs. Pornter, Brown, and Rees, 3 .na of experience in the value of collieries, at Cardiff they disposed of a number of tho shares among legatees at ?12 lOs. a share, the price assessed by Messrs. Forster Brown, and Rees, upon oxiia3tion of recent balance- sheets and other information they obtained from the oiBcer of tho company. The executors had, in October 1900, left on thoir hands 2S3 shares, which they desired to dispose of. These were taken by three of the directors -Messrs. W.Wright, H. E. Gray, end Ca H. Gray-in the inumbers 84, 83, and 83, at the prioe of M 10s. a sbaro ; the executors took further advice from their valuers beforo setting the prlco on this sale. It was to set aside this sale thst the action 'vas brought. Certain negotia- tions had beem opened by a 'Mr. Jaolden for the prchaso of tho umdertaking of the company, and Mir. Hlolden had nmed a price which would have realized a much larger amount than 12 lOs. for each share; but tho directors in the end refused to entertain any negotiations vith 1r. 11olden. H is Lordship found as a fact that MIr. Eoiden was endenvou ng to get a sale to somerersons, who vero to resell at en enhanced price to a now company; and that no fixm offer had been mado by any resnonsiblo pnerson. It was contended on behalf of the plaintiffs that irectly tho negotiations for tho salo of the bsiness commenced the directors became in such a flduoiary .elationship to their individuals shareholders that, in dealing with a sharcholder for either the sale or purchase of shares, they were bound to disclose the ne-otitions that were on foot, and were incapacitated from contract- ing without so doing. The fact of the existence of the negotiations had been stated in the directors' report, but information in detail was not given. MIr. Eve, X-C., and MIr. Vaugban Hawkins were, for the plaintiffs; Mr. E. C. Macnaghten, K.C, and M?r. Mark Romer for the defendants. Mn. JumsrcE Swrsrsr , gave judgment for tbh defendants. In dealing with the law as contended for bv the plaintiffs' coumsel, his Lordship rferred to reported observations as to tbe exter.t to which directols are trustees and liablo as such made by eminent Judges, among others to observations by Lord Jnstice Lindley in " In re Lends Allotment Company (Limited) " (18S94, 1 Ch., 63). His Lordship pointed out the stranga position a director would be m if, when delicate negotiations were going on, on the one hand he could not disclose the facts without possibly injuring his company, and, on the other,he was bound to discloso those facts to a share- holder who offered to sell his shares to him. Thiswas not a case, he said, in which a director was seeking to acquiro shares; it 'was not a case where there was any fraud, no undervelne had been shon,; it was a ease where shareholders, after obtaining the best valuation they could, had Fone to the directors, who had sinply accepted the price offered. In his oninion the action f aled, end he gave judgment for the defondants. HIGH COURT OF JUSTIC HA-NCERY DVISIO-N.