Robert Feenstra has argued that, although the conception of the trust—so prominent in English law—is generally unknown in civilian legal systems, one of the major areas in which the trust is used in English law, the dedication of property for public or chari-table purposes, is amply covered in the civilian systems by the concept of the foundation. There are, he says, two foundation concepts, both of which have their origins in post-classical Roman law. As for classical Roman law, he concludes that “the classical Roman jurists did not pay much attention to these foundations,” and that any discussion in the important classical Digest texts is found within the confines of legacy and fideicommissum.

The First concept is that of the “real” or “proper” foundation. The “real” foundation is a legal person, and the main point is the existence of an aggregate of assests devoted to a paticular purpose and provided with an organisation of administrators to give effect to this purpose … The property which has been set aside belong neither to the administrators nor to the persons who benefit from the foundation: it belongs to the foundation itself, seen as an artificial, a juristic person.

There are strong indications, Feenstra suggests, of an historical beginning of this real foundation concept in later Roman law, both in the legal position of the Church after Constantine, where texts speak of property belonging to an ecclesia or a monasterium and in the existence of venerabiles domus, where the “houses” are identified as holding property.

Whatever may be the correct analysis of a company director's status, it is generally accepted that his duties, whether fiduciary or common law, are owed to the company. The reasons why this is considered appropriate, and indeed commercially desirable, are manifold. From the conceptual point of view probably the most important is to do with the doctrine of corporate personality. Directors, as directors, owe their duties to their corporate principal and no one else. Of course logically the fact that one owes a duty to another does not prevent that duty being owed to a third party. The simple rule, that directors as directors owe their duties to the company, is reflected in a number of other rules, such as the so called rule in Foss v. Harbottle. In recent years the courts have been prepared to lift the corporate veil and disregard the fictional independent entity where justice so requires.

I. Introduction

The anomaly of including consumer hire agreements within the purview of the Consumer Credit Act 1974 is more apparent than real. Although contracts of hire do not generally involve the provision of credit, they frequently afford a method of long-term disposition akin to such deferred-purchasing devices as hire-purchase and conditional sale. Indeed, one of the decisions which featured most prominently in the Crowther Committee's discussion of this form of surrogate credit involved a hirer who had failed to realise that the contract under which he held the chattel (a caravan) was one which precluded any acquisition of title by him. The abuse to which this type of transaction was subject clearly justified an extension of the Act to certain forms of consumer hiring. This extension was consonant with the policy, advocated by Crowther, of regulating transactions according to their function rather than their form.