Accountants preparing reports required by listing rules for company takeovers owe a duty of care to the commissioning company, even where the report is directed to shareholders, where the particular circumstances including the contractual relationship, knowledge of risk, and foreseeable use of the report support such a duty. Fiduciary obligations may arise from the circumstances of an accountant's retainer where conflicts of interest exist, requiring the accountant to decline the engagement. Equitable compensation for breach of fiduciary duty may be reduced for the plaintiff's contributing fault. Mere reliance on the accuracy of a professional report does not constitute 'giving credit' for the purposes of s14 of the Partnership Act. Firms practising independently under a common name, sharing certain resources but not carrying on business in common with a view of profit, do not constitute a partnership.
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