 Hoffmann LJ, sitting as a judge of first instance, held that failing even to read the form was negligent, even though it may be common practice, but that Mr D'Jan's liability should be reduced because as majority shareholder and debtor it was primarily his own money that he risked, rather than other people's.The duty of care owed by directors in section 214 Insolvency Act 1986 was an accurate statement of the common law duty also (now codified in Companies Act 2006 section 174).Because Mr D’Jan held 99 and his wife 1 out of the 100, Mr D'Jan pleaded that in accordance with the principle of the "Multinational Gas and Petrochemical Co v Multinational Gas and Petrochemical Services Ltd", that shareholders all acting by consensus bind the company's actions, his actions were ratified by the company and he should not be liable.