Bell Group Ltd (in liq) v Westpac Banking Corp (No 9)

When a company is insolvent or of doubtful solvency its directors must, in exercising their powers, take into account the interests of creditors; a director's duty to exercise powers for a proper purpose and the duty to act in good faith in the company's interests are separate duties, and a bank that receives company property knowing it was transferred in breach of those fiduciary duties holds it on a (Barnes v Addy first-limb) constructive trust.