directors had a personal interest in the takeover outcome as they were substantial shareholders in WU Ltd, and this conflict of interest led to a fallacious report which wrongly stated the price was fair, as Australian Stock Exchange rules required. The Nelson Wheeler partners in offices outside Perth contended that each office constituted a separate partnership, and no national partnership existed therefore no liability would fall on them for actions arising in the Perth office. The courts below At trial, Mullighan J found: Western Union's success was based upon significant transactions it performed for Kia Ora. The activities of Kia Ora and Western Union ultimately depended on the success of the Marvel Loch mine, and its sale resulted in the creation of a large cash reserve, which was used in the takeover bid for WU. Nelson Wheeler Perth were negligent in the preparation of their report, and were liable both in contract and in tort, as well as having a contractual duty to act independently, but they were not liable for breach of fiduciary duty. Duke's directors were held not to be liable for contributory negligence in the matter. The directors were in breach of their fiduciary and statutory duties. Aside from three individuals, Nelson Wheeler partners in all States were ruled to be in a national partnership. Liability was assessed proportionately. On appeal to the Full Court of the Supreme Court of South Australia, Doyle CJ, Duggan and Bleby JJ, found: Nelson Wheeler Perth were liable for breach of duty of care both in contract and in tort, but there was no contractual duty to act independently. However. Duke's directors were liable for contributory negligence, and so NWP's damages should be reduced by 35%. NWP were also liable for breach of fiduciary duty. There was no national partnership in effect for Nelson Wheeler. At the High Court Appeal was allowed. Majority ruling The High Court discussed the nature of fiduciary duty, citing from jurisprudence of the Supreme Court of Canada. Australian jurisprudence in the matter, however, draws from the High Court's decision in Hospital Products Ltd v US Surgical Corporation and subsequently in Breen v Williams, and accordingly fiduciary obligations are proscriptive rather than prescriptive in nature; there is not imposed upon fiduciaries a quasi-tortious duty to act solely in the best interests of their principals. In that regard, the trial judge was correct in his interpretation of the