The obligation of confidentiality owed by directors in respect of board proceedings is qualified, not absolute, and must be assessed by reference to the extent and limits applicable to the particular information and circumstances. Where a company is a large mutual association whose affairs are of significance to society, the public interest in disclosure of board proceedings is a relevant factor in determining whether to grant an injunction, and the case is distinguishable from trade secrets cases such as David Syme. Even where an applicant has an arguable entitlement to an injunction without proof of detriment, the trial judge may have regard to potential detriment and benefit in the balance of convenience.
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