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76. The dual character of directors is, perhaps, best expressed in Lord Selborne's words in G. E. Ry. v. Turner, (1872) L.R. 8 Ch. App. 149, 152. where he said:

"The directors are the mere trustees or the agents of the company--trustees of the company's money and property ; agents in the transaction which they enter into on behalf of the company."

77. Sir George Jessel expressed himself similarly in In re Forest of Dean, etc. Co., (1878) 10 Ch. D. 450. :

"... directors are called trustees. They are no doubt trustees of assets which have come into their hands, or which are under their control ..."
"The directors of a company fill a double character. They are (i) agents of the company, and (ii) trustees for the shareholders of the powers committed, to them."

81. Expanding the latter, at page 865, instances of the powers are given, as, for instance, of the power of approving transfers of shares; of the power of allotment of shares ; of the power of employing the funds of the company ; of the power of making calls ; or receiving payment of calls in advance ; of the power of forefeiting shares, etc., and it is pointed out that as trustees they may be rendered liable for their misuse of their powers. It comes to this that the directors are trustees with reference to their powers of employing the funds of the company, and for misuse of this power they could be rendered liable as trustees. For the purpose of the present discussion it is unnecessary to consider what would amount to misuse, and when, in the case of imprudence in the exercise of powers, it would amount to actionable negligence or crassa negligentia.

92. On appeal, Jessel M.R., referring to the directors as quasi-trustees for the company, held that if they paid away the assets to the shareholders, they were liable to replace them. Brett L. J., referring to directors, observed at page 535 :

"They are trustees for the company, not for the individual shareholders. The liquidator represents the company, and is bound to discharge towards the creditors all the duties which the company owes them. . It is therefore his duty when such a breach of trust as this is discovered to get a return of the assets improperly expended that they may be applied in payment of debts. The act of the directors is impeached as a breach of trust, not on the ground of tort or misfeasance. There are persons who may be made liable under Section 165, without having been guilty of a breach of trust; but where the person charged under that section is a trustee, the act which brings him within the section is a breach of trust."

102. Adopting the observation of the learned Lord Justice, the director in the case of a company undertakes a duty in consequence of his position, and losses arising from his breach of it could be followed up against his estate.

103. In In re Lands Allotment Company, (1894) L.R. 1 Ch. D. 616 it was held that, where directors, who had no power to invest the capital of the company in the shares of other companies, so invested, they were guilty of breach of trust. Holding that the directors of the company were trustees as to moneys of the company which had come into their hands, or were under their control within the meaning of the Trustee Act, 1888, the directors in question in that case were held protected by the Statute of Limitations, as their protection was not taken out by the exceptions. At page 631, Lindley L. J. observed :