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One of the propositions Rolled Steel Products v British Steel Corporation [1986] Ch 246 stands for is that a contract entered into by a director in breach of his fiduciary duty is binding on his company, unless the other contracting party has notice of the breach of fiduciary duty.

The Court of Appeal in Criterion Properties v Stratford [2002] EWCA Civ 1783 (18 December 2002), in considering whether a poison pill agreement entered into in breach of the directors' fiduciary duty is binding on the company, assimilated Rolled Steel and BCCI v Akindele such that the enforceability of the poison pill is dependent upon whether it is unconscionable in all the circumstances for the other contracting party to have relied on the directors' authority.

This assimilation to knowing receipt cases is based on the "logic" seen by the first instance judge: contractual rights received by the other contracting party can be viewed either as flawed by lack of authority on the part of directors, or as themselves property transferred in breach of trust.

Is this assimilation appropriate? If so, is the Rolled Steel line of cases still good law in light of successive House of Lords dicta to the effect that knowing receipt is strict liability?