The Court held that a director/officer of a retirement village company who pursued residential (non-retirement village) development opportunities through personal consortiums did not breach fiduciary or statutory duties, because the scope of his fiduciary obligations was delimited by the principal's actual business undertaking and his actual role, which had narrowed to the retirement village business. Even where the director misused the company's feasibility software (EstateMaster) and confidential pricing information, the Court found no recoverable compensation because causation was not established under either the 'but for' or 'significant extent' tests — the software merely replicated analysis achievable by other means, and the pricing information was of de minimis value given publicly available comparables. Accessorial claims under both limbs of Barnes v Addy failed because business opportunities and confidential information do not constitute 'trust property' for knowing receipt purposes, and no 'dishonest and fraudulent design' was established for knowing assistance. The Court also held that the plaintiff failed to prove the director agreed to written employment contract terms where the contract was never executed, the director gave unrebutted evidence of refusal, and the employer failed to call a corroborating witness.
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