Peso Silver Mines Ltd. (N.P.L.) v. Cropper

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Peso Silver Mines Ltd. (N.P.L.) v. Cropper

Hearing: April 27, 28, 1966
Judgment: June 20, 1966


Full case name:	Peso Silver Mines Ltd. (N.P.L.) v. Cropper
Citations:	[1966] S.C.R. 673, 58. D.L.R. (2d) 1
Ruling:	Appeal dismissed

Court membership

Reasons given

Unanimous reason by: Cartwright J.

Peso Silver Mines Ltd. (N.P.L.) v. Cropper, [1966] S.C.R. 673, is a leading Canadian case decided by the Supreme Court of Canada on the fiduciary duty of corporate directors.

The owner of a mineral claim offered to sell their claim to Peso Silver Mines Ltd. The board of directors of Peso rejected the offer. Mr. Cropper, a member of the board, purchased the claim for himself. Learning of this, Peso sued Cropper for breach of his fiduciary duty towards the company for "seizing the corporate opportunity".

The Court found that Cropper was not in breach of his feduciary duty to Peso. The directors had acted in good faith and in the best interests of the company in rejecting the offer. The information that Cropper received as a board member was in no way confidential that was unavailable to any prospective purchaser. The company received offers to sell on a regular basis and the offer at issue was not different from any other. The offer was made to Cropper as a private individual and was entirely separate from his role as a director. Consequently, for all these reasons there was nobreach found.