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% They owed fiduciary duties (to avoid any possibility of a conflict of interest) because they were negotiating over use of the trusts shares. my lords. S;70[`J)LQ,ecX_LK,*q3>~ B=eA* Therefore S and B invested themselves and the company did very well, improving the value of the shares held by themselves individually and by the trust. <> It depends on the circumstances. For terms and use, please refer to our Terms and Conditions The majority agreed unanimously that liability to account for the profits made by virtue of a fiduciary relationship is strict and does not depend on fraud or absence of bona fides, and so Phipps and Boardman would have to account for their profits. This meant he had to account for all profits arising out the CoI, no matter how remote the probability was that this CoI would actually arise. criticism, see L.S. They owed fiduciary duties (to avoid any possibility of a conflict of interest) because they were negotiating over use of the trust's shares. Read more about this topic: Boardman V Phipps, Judgment, A severe though not unfriendly critic of our institutions said that the cure for admiring the House of Lords was to go and look at it.Walter Bagehot (18261877), The welcome house of him my dearest guest.Where ever, ever stay, and go not thence,Till natures sad decree shall call thee hence;Flesh of thy flesh, bone of thy bone,I here, thou there, yet both but one.Anne Bradstreet (c. 16121672), You see how this House of Commons has begun to verify all the ill prophecies that were made of itlow, vulgar, meddling with everything, assuming universal competency, and flattering every base passionand sneering at everything noble refined and truly national. They realised together that they could turn the company around. Phipps v Boardman: HL 3 Nov 1966 A trustee has a duty to exploit any available opportunity for the trust. The Cambridge Law Journal publishes articles on all aspects of law. Boardman v Phipps [1966] UKHL 2 is a landmark English trusts law case concerning the duty of loyalty and the duty to avoid conflicts of interest. If you cannot sign in, please contact your librarian. [1] The trust assets include a 27% holding in a company (a textile company with factories in Coventry, Nuneaton and in Australia through a subsidiary). Boardman, the If the defendant has done valuable work in making the profit, then the court in its discretion may allow him a recompense. They wanted to invest and improve the company. &Thb;ynxP\ -|tLo9sRx[8-a5& 'vd `f@). His liability to account depends on the facts. trust. This has fuelled a more general debate as to whether the no-conflict rule should be harsh or more flexible. However they were generously remunerated for their services to the trust. House of Lords. The majority of the House of Lords (Lords Cohen, Guest and Hodson) held that there was a possibility of a conflict of interest, because the solicitor and beneficiary might have come to Boardman for advice as to the purchases of the shares. Tom Boardman was a solicitor for a family trust. Enter your library card number to sign in. Viscount Dilhorne and Lord Upjohn (DISSENTING): A COI only arises and renders a fiduciary liable to account for profits made where a reasonable man, looking at all the relevant circumstances, would conclude that there was a real, sensible possibility of conflict of interest, which was not the case here. Copyright 2023 StudeerSnel B.V., Keizersgracht 424, 1016 GC Amsterdam, KVK: 56829787, BTW: NL852321363B01, co-appellant was another son of the testator, described as constructive trustees by virtue of a fiduciary relationship to the, B decided along with one of the trustees that the company was not doing well. Register, Oxford University Press is a department of the University of Oxford. A fiduciary shall not profit from his position, Appeal dismissed; the defendants were liable to account for the shares and profits to the trust beneficiaries, but the liberal allowance was maintained, A fiduciary agent has to account to for any profits acquired by reason of the his fiduciary position and the opportunity or knowledge resulting from it, even if the principals could not have made the profits themselves with such opportunity or knowledge, unless the principal has given his informed consent, The profits will be held on constructive trust for the principal by the fiduciary agent, but the board may make allowance to the fiduciary agent for expenditure and work expended to acquire the profit, The defendants, Boardman and another, were acting as solicitors to the trustees of a will trust, and therefore were fiduciaries but not trustees, The trustees were minority shareholders in a private company which was being inefficiently managed, Boardman and one of the beneficiaries under the trust, in good faith, personally financed the purchase of a controlling interest in the company, in order to reorganise it to the benefit of the trust holding, Both the personal and trust holdings increased in value as a result of the reorganisation; one of the other beneficiaries therefore sought an account of the personal profits made by the defendants, Wilberforce J, in the High Court, held that the defendants were liable to account for the profit less the money spent on realising that profit; but at the same time made a liberal allowance for the work put in to realise that profit, The defendants appealed to the Court of Appeal, who dismissed their appeal; they subsequently appealed to the House of Lords. The claim for repayment cannot, however, be allowed to extend further than the justice of the case demands. Therefore, Boardman was speculating with trust property and should be liable. Shibboleth / Open Athens technology is used to provide single sign-on between your institutions website and Oxford Academic. The majority unanimously agreed that liability to account for the profits due to a fiduciary relationship is strict; it does not depend on fraud or an absence of bona fides. Here you will find options to view and activate subscriptions, manage institutional settings and access options, access usage statistics, and more. The trust assets include a 27% holding in a textile company called Lexter & Harris. ", The phrase "possibly may conflict" requires consideration. It was irrelevant that S had acted in an open and honest (and profitable!) Constructive trusts, unjust enrichment, tracing 2010 Cases, Written by Oxford & Cambridge prize-winning graduates, Includes copious academic commentary in summary form, Concise structure relating cases and statutes into an easy-to-remember whole. The majority disagreed about the nature and relevance of information used by Boardman and Phipps. Pettitt v Pettitt (1970) and Gissing v Gissing (1971) John Mee; 22. Boardman was a solicitor to trustees of a will trust. <>>> I think there should be a generous remuneration allowed to the agents. They suggested to a trustee (Mr Fox) that it would be desirable to acquire a majority shareholding, but Fox said it was completely out of the question for the trustees to do so. 3 0 obj An important feature of the journal is the Case and Comment section, in which members of the Cambridge Law Faculty and other distinguished contributors analyse recent judicial decisions, new legislation and current law reform proposals. Boardman v Phipps is a leading authority on the no-conflict rule. This authentication occurs automatically, and it is not possible to sign out of an IP authenticated account. Lord Cohen said the information is not truly property and it does not necessarily follow that, because an agent acquired information and opportunity while acting in a fiduciary capacity, he is accountable. *Lecturer in Law at University of East London, Email: Search for other works by this author on: The Author (2008). His Lordship regarded Boardman to be liable because he acquired the information in the course of the fiduciary relationship and because of the fiduciary relationship. The only defence available to a person in such a fiduciary position is that he made the profits with the knowledge and assent of the trustees. F5aE}*?fxl1oA+;{ S>"~qOf~AcW|g[ VFaxb'o Tns34}#rPDB ), Rang & Dale's Pharmacology (Humphrey P. Rang; James M. Ritter; Rod J. Lords Cohen, Guest and Hodson held that there was a possibility of a conflict of interest because the beneficiaries might have come to Boardman for advice as to the purchases of the shares. The trustees were informed of these intentions. <> 399, 400 (PC). They bought a majority stake. The trust benefited by this distribution 47,000, while Boardman and Phipps made 75,000. The plaintiff is ready to concede it, but in case the other beneficiaries are interested in the account, I think we should determine it on principle. Boardman and Phipps would have to account for their profits, despite the fact they had best intentions and made the Lexter & Harris a profit. Name of Case. Select your institution from the list provided, which will take you to your institution's website to sign in. For faster navigation, this Iframe is preloading the Wikiwand page for Boardman v Phipps . % WI[y*UBNJ5U,`5B1F :IK6dtdj::yj But then John Phipps, another beneficiary, sued for their profits, alleging a conflict of interest. Boardman v Phipps [1967] 2 AC 46. by Will Chen; 2.I or your money back Check out our premium contract notes! Lecture notes, lectures 1-10 - Financial Maths for Actuarial Science, Lecture Notes - Psychology: Counseling Psychology Notes (Lecture 1), The effect of s78 Police and Criminal Evidence Act 1984 Essay, Critical Reflection on my Work Experience, 2019 MCQ 1 answers - Online Multiple Choice Questions, Caso Walmart vs Kmart - RESUMEN DEL TEMA DE LOGISTICA DE OPERACIONES - DSM-5, Syllabus in Social Science and Philosophy, ACCA FINANCIAL MANAGEMENT Pocket Notes 2021 22, Mischief Rule, Examples, Advantages, Disadvantages and rectification, Human Muscular Skeletal Systems. When on the institution site, please use the credentials provided by your institution. They were therefore liable for the profits earned. Judgement for the case Boardman v Phipps The solicitor to a family trust (S) and one Beneficiary (B)-there were several-went to the board meeting of a company in which the trust owned shares. Boardman and Tom Phipps had breached their duties to avoid a conflict of interest. 25% off till end of Feb! In my view it means that the reasonable man looking at the relevant facts and circumstances of the particular case would think that there was a real sensible possibility of conflict; not that you could imagine some situation arising which might, in some conceivable possibility in events not contemplated as real sensible possibilities by any reasonable person, result in a conflict.". The trust benefited by this distribution 47,000, while Boardman and Phipps made 75,000. Therefore, Boardman was speculating with trust property and should be liable. Rix LJ in Foster v Bryant4 was similarly equivocal to Arden LJ about the inflexibility of the test in Boardman v Phipps. The Trustee (T) refused to let them invest on behalf of the trust. Whether or not the trust or the beneficiaries in their stead could have taken advantage of the information is immaterial: p. 111A, The question whether or not there was a fiduciary relationship at the relevant time must be a question of law and the question of conflict of interest directly emerges from the facts pleaded, otherwise no question of entitlement to a profit would fall to be considered. Following successful sign in, you will be returned to Oxford Academic. However, to do this he needed a majority shareholding in the company. Q6 - You now need to carry out research about the different universities/colleges you are interested in applying to by finding the answers to the areas you have outlined in your responses to questions 3 and 5 above. Become Premium to read the whole document. His statement has . However, the circumstances were quite different to those in Boardman v Phipps. A testator le ft 8000 shares (a minority share holding) of a private company in . Lord Upjohn was in dissent in Boardman v. Phipps, but his dissent was "on the facts but not on the law": Queensland Mines Ltd. v. Hudson (1978) 52 A.L.J.R. If you believe you should have access to that content, please contact your librarian. Associated Provincial Picture Houses Ltd v Wednesbury Corporation [1948] 1 KB 223. His Lordship regarded Boardman to be liable because he acquired the information in the course of the fiduciary relationship and because of the fiduciary relationship. They owed fiduciary duties (to avoid any possibility of a conflict of interest) because they were negotiating over use of the trust's shares. When on the society site, please use the credentials provided by that society. Lord Upjohn also agreed with Lord Cohen that information is not property at all, although equity will restrain its transmission if it has been acquired by a breach of confidence. Ought Boardman and Tom Phipps to be allowed remuneration for their work and skill in these negotiations? He said unequivocally that knowledge learnt by a trustee in the course of his duties is not property of the trust and may be used for his own benefit unless it is confidential information which is given to him (i) in circumstances which, regardless of his position as a trustee, would make it a breach of confidence to communicate it to anyone or (ii) in a fiduciary capacity. Oxbridge Notes uses cookies for login, tax evidence, digital piracy prevention, business intelligence, and advertising purposes, as explained in our This item is part of a JSTOR Collection. 2011 Editorial Committee of the Cambridge Law Journal The House of Lords maintained the strict rule that historically equity has imposed on a fiduciary. However, they were generously remunerated for their services to the trust. Paragon Finance plc v DB Thakerar & Co (a . Lord Upjohn dissented, and held that Phipps and Boardman should not be liable because a reasonable man would not have thought there was any real sensible possibility of a conflict of interest. O(Grx+Q_[%Dm%|(Dy m%Cn(Dy(o%~(Jg(Q[tJD|(R(GIAK(xRph1%Z'-Y!bO-FDY b<9hHJO-F?!b<98HO-F!b-f b. our website you agree to our privacy policy and terms. The gist of it is that the defendant has unjustly enriched himself, and it is against conscience that he should be allowed to keep the money. ", The phrase "possibly may conflict" requires consideration. This is because there is no possibility the trustee would seek Boardman's advice to purchase the shares and at any rate Boardman could have declined to act if given such request. The trust property included a substantial shareholding in a private company. way. If your institution is not listed or you cannot sign in to your institutions website, please contact your librarian or administrator. Published by Oxford University Press. 2 0 obj Boardman was speculating with trust property and should be liable. This article explores how the dissenting judgment of Lord Upjohn in Boardman v Phipps has been preferred by the lower courts and why the courts have adopted such a position. It concludes that the conduct-based approach in Boardman v Phipps should be rejected, and that the unjust enrichment-based approach provided by Warman International Ltd v Dwyer should be 2.I or your money backCheck out our premium contract notes! Boardman v Phipps (1967) Michael Bryan; 21. With the full knowledge of the trustees, Boardman and Phipps purchased a majority stake of the shares themselves. . On the 1st March, 1962, the Respondent John Anthony Phipps com- menced an action against his younger brother, Thomas Edward Phipps and Mr. T. G. Boardman, a solicitor and partner in the firm of Messrs. Phipps & . <>>> If you are a member of an institution with an active account, you may be able to access content in one of the following ways: Typically, access is provided across an institutional network to a range of IP addresses. This article is also available for rental through DeepDyve. Boardman had concerns about the state of Lexter & Harris accounts and thought that, in order to protect the trust, a majority shareholding was required. The articles and case notes are designed to have the widest appeal to those interested in the law - whether as practitioners, students, teachers, judges or administrators - and to provide an opportunity for them to keep abreast of new ideas and the progress of legal reform. His lordship, with respect . Recent cases including Bhullar v Bhullar are discussed to illustrate the present approach of the courts to the recurring issues surrounding possible applications of the no-conflict rule. On this, Lord Denning MR said (at 1021). xksgD2u$N+xH)%"dU &c~m_WMnny|t80^olIv"+E] mv}f"gv UY Fe_go_eu6[xGLBdUS-?b\4?s=}GO0upAQ![*`E"~ On this Wikipedia the language links are at the top of the page across from the article title. endobj The majority agreed unanimously that liability to account for the profits made by virtue of a fiduciary relationship is strict and does not depend on fraud or absence of bona fides, and so Phipps and Boardman would have to account for their profits. His Lordship distinguished Regal (Hastings) v Gulliver by restricting Regal Hastings to circumstances concerned with property of which the principals were contemplating a purchase. (eg- acting for multiple people) a. Boardman and Phipps did not obtain the fully informed consent of all the beneficiaries. For librarians and administrators, your personal account also provides access to institutional account management. Cambridge University Press (www.cambridge.org) is the publishing division of the University of Cambridge, one of the worlds leading research institutions and winner of 81 Nobel Prizes. But when, as in this case, the agents acted openly and above board, but mistakenly, then it would be only just that they should be allowed remuneration. The proceedings. %PDF-1.5 A breach of a fiduciary duty is of strict liability, regardless of their intention Boardman v Phipps 1967 1. Boardman v Phipps [1967] 2 AC 46, [1966] 3 WL R 1009, [1966] 3 All ER 721. Boardman v Phipps [1966] UKHL 2 is a landmark English trusts law case concerning the duty of loyalty and the duty to avoid conflicts of interest. <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 17 0 R 22 0 R 23 0 R 25 0 R 35 0 R 36 0 R 40 0 R 42 0 R] /MediaBox[ 0 0 594.96 842.04] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> 1 0 obj Boardman and another trustee, Fox, therefore . <> The other two members of the majority, Lord Hodson and Lord Guest, opined that information can constitute property in appropriate circumstances and in the current case, the confidential information acquired can be properly regarded as property of the trust. This species of action is an action for restitution such as Lord Wright described in the Fibrosa case. F5aE}*?fxl1oA+;{ S>"~qOf~AcW|g[ VFaxb'o Tns34}#rPDB BOARDMAN v PHIPPS. Study with Quizlet and memorize flashcards containing terms like Intro, Intro for fiduciaries, Boardman v Phipps (1967) and more. He and a beneficiary, Tom Phipps, went to a shareholders' general meeting of the company. Boardman v Phipps seems like a more onerous application of rule against an unauthorised profit than that in Regal Hastings, all that is apparently required for a fiduciary to be liable is that ' a reasonable man looking at the relevant facts would think there was a real possibility of . A personal account can be used to get email alerts, save searches, purchase content, and activate subscriptions. will. S+QMS^ kUeH|8H4W,G*3R]wHgMY&,*Hu`IcFWB Did Boardman and Tom Phipps breach their duty to avoid a conflict of interest, despite the fact that the company made a profit and they had obtained (some) consent from the beneficiaries? Some societies use Oxford Academic personal accounts to provide access to their members. endobj Boardman v Phipps (1967) was an example of the application of strict liability. In my view it means that the reasonable man looking at the relevant facts and circumstances of the particular case would think that there was a real sensible possibility of conflict; not that you could imagine some situation arising which might, in some conceivable possibility in events not contemplated as real sensible possibilities by any reasonable person, result in a conflict.". Don't already have a personal account? The trust benefited by this distribution 47,000, while Boardman and Phipps made 75,000. overrule Boardman v Phipps.3 It should be noted that the majority in Boardman v Phipps were all-too-aware that they were imposing a constructive trust on a person who had acted in good faith. Grey v Grey (1677) Jamie Glister; 4. Material Facts Boardman was the solicitor for a family trust. law since Boardman v Phipps. able to bring it back to profit, and the trust fund benefited. The trust assets include a 27% holding in a textile company called Lexter & Harris. The strict liability of fiduciaries has been the subject of criticism on the grounds that Priority of trustees indemnity inter se: pari passu or first in time priority? The company made a distribution of capital without reducing the values of the shares. Mr Boardman (the trust's solicitor) investigated the affairs of the company, initially on behalf of the trust, and gained useful information. law since Boardman v Phipps. It furthers the University's objective of excellence in research, scholarship, and education by publishing worldwide, This PDF is available to Subscribers Only. Each issue also contains an extensive section of book reviews. However, they would be able to retain a generous remuneration for the services he performed. Throughout this phase Proprietary relief in Boardman v Phipps 6 [1967] 2 AC 46 (HL) 73. The Trustee (T) refused to let them invest on behalf of the trust. stream endobj Is it a conflict? His daughter, Mrs Newman, was one of the trustees. Show all summaries ( 46 ) Mr Tom Boardman was the solicitor of a family trust. A fiduciary agent has to account to for any profits acquired by reason of the his fiduciary position and the opportunity or knowledge resulting from it, even if the principals could not have made the . However the court exercised its inherent jurisdiction to make a monetary award to S for his services to improving the value of the trust. Viscount Dilhorne. Boardman felt that by asset-stripping the company he could increase the value of the shares. Coke v Fountaine (1676) Mike Macnair; 3. In the present case, as the purchase of the shares was entirely out of the question, Regal Hastings was said to be inapplicable. Boardman was concerned about the accounts of the company, and thought that to protect the trust a majority shareholding is required. The House of Lords maintained the strict rule that historically equity has imposed on a fiduciary. CASE BRIEF TEMPLATE. S;70[`J)LQ,ecX_LK,*q3>~ B=eA* Part II describes the rationales for adopting each of the approaches to awarding allowances to dishonest fiduciaries. "It is perhaps stated most highly against trustees or directors in the celebrated speech of Lord Cranworth L.C. Flower; Graeme Henderson). Penn v Lord Baltimore (1750) Paul Mitchell . The majority disagreed about the nature and relevance of information used by Boardman and Phipps. HL (majority 3-2) held that S and B would hold their acquired shares as constructive trustees for the beneficiaries. View your signed in personal account and access account management features. To purchase short-term access, please sign in to your personal account above. Boardman and Tom Phipps, a beneficiary of the trust, attended a general meeting of the company. 7 Boardman v. Phipps [1967] 2 A.C. 46, 124 per Lord Upjohn. 'Rules of equity have to be applied to such a great diversity of circumstances that they can be stated only in the most general terms and applied with particular attention to the exact circumstances of each case. This decision was followed and applied in Boardman v Phipps. &Thb;ynxP\ -|tLo9sRx[8-a5& 'vd `f@). . Lord Upjohn dissented, and held that Phipps and Boardman should not be liable because a reasonable man would not have thought there was any real sensible possibility of a conflict of interest. %PDF-1.5 Boardman v Phipps is a leading authority on the no-conflict rule. T he respondent, JP, was a son of the testator and a beneficiary under the . This article explores . He attended the annual general meeting of Lester &amp; Harris Ltd, a company in which the trust had a substantial shareholding. No positive wrongdoing is proved or alleged against the appellants but they cannot escape from the consequences of their acts involving liability to the respondent unless they can prove consent.: p. 112A, I have no hesitation in coming to the conclusion that the appellants hold the Lester & Harris shares as constructive trustees and are bound to account to the respondentIn the present case the knowledge and information obtained by Boardman was obtained in the course of the fiduciary position in which he had placed himself. It concludes that the conduct-based approach in Boardman v Phipps should be rejected, and that the unjust enrichment-based approach provided by Warman International Ltd v Dwyer should be The beneficiary principle in the 21st century, Subscription prices and ordering for this journal, Purchasing options for books and journals across Oxford Academic, Receive exclusive offers and updates from Oxford Academic. 2 0 obj His Case summary last updated at 24/02/2020 14:46 by the Lord Hodson and Lord Guest: Since S and B had used information made available to them by virtue of their relationship to the trust (as solicitor and beneficiary respectively), and since the information was trust property, they had made a profit out of trust property, rendering them liable. 31334. Tom Boardman was a solicitor for a family trust. See below. Some societies use Oxford Academic personal accounts to provide access to their members. Lord Denning MR, Russell LJ and Pearson LJ upheld Wilberforce J's decision and held that Boardman and Phipps had breached his duty of loyalty, which arose as they had become self-appointed agents representing the trust, by putting themselves in a conflict of interest. Boardman V Phipps - Judgment - House of Lords House of Lords The majority of the House of Lords (Lords Cohen, Guest and Hodson) held that there was a possibility of a conflict of interest, because the solicitor and beneficiary might have come to Boardman for advice as to the purchases of the shares. You do not currently have access to this article. The problem was that the trust instrument itself did not allow the investment of, Boardman purporting to act on behalf of the trust (relationship of agenc, discovered the likely cost of the shares and purchased the shares in his own, At all points, Boardman had acted honestly, After Boardman had purchased the controlling interest in the company. Boardman and Tom Phipps, one of the beneficiaries under the trust, were unhappy with the state of the . This is a Premium document. Click the account icon in the top right to: Oxford Academic is home to a wide variety of products. For full access to this pdf, sign in to an existing account, or purchase an annual subscription. The other two members of the majority, Lord Hodson and Lord Guest, opined that information can constitute property in appropriate circumstances and in the current case, the confidential information acquired can be properly regarded as property of the trust. Special emphasis is placed on contemporary developments, but the journal's range includes jurisprudence and legal history. The full text is available here: http://www.bailii.org/uk/cases/UKHL/1966/2.html, -- Download Boardman v Phipps [1967] 2 AC 46 as PDF --, Transvaal Lands Co v New Belgium (Transvaal) Lands & Development CO [1914] 2 Ch 488, http://www.bailii.org/uk/cases/UKHL/1966/2.html, Download Boardman v Phipps [1967] 2 AC 46 as PDF. 3 0 obj They suggested to Mr Fox, a trustee, that it would be desirable to acquire a majority shareholding, but Fox disagreed. Key Points. Boardman had concerns about the state of Lexter & Harris' accounts and thought that, in order to protect the trust, a majority shareholding was required. <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 17 0 R 22 0 R 23 0 R 25 0 R 35 0 R 36 0 R 40 0 R 42 0 R] /MediaBox[ 0 0 594.96 842.04] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> xksgD2u$N+xH)%"dU &c~m_WMnny|t80^olIv"+E] mv}f"gv UY Fe_go_eu6[xGLBdUS-?b\4?s=}GO0upAQ![*`E"~ 39^40. The majority of the House of Lords (Lords Cohen, Guest and Hodson) held that there was a possibility of a conflict of interest, because the solicitor and beneficiary might have come to Boardman for advice as to the purchases of the shares. Unit 11. Request Permissions, Editorial Committee of the Cambridge Law Journal. stream Boardman was concerned about the accounts of the company, and thought that to protect the trust a majority shareholding is required. Access to content on Oxford Academic is often provided through institutional subscriptions and purchases. WI[y*UBNJ5U,`5B1F :IK6dtdj::yj in Aberdeen Railway v. Blaikie, 136 where he said: "And it is a rule of universal application, that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting, or which possibly may conflict, with the interests of those whom he is bound to protect.