Interactive Technology Corporation Ltd v Ferster & Ors [2017] EWHC 217 (Ch) (10 February 2017)

Interactive Technology Corporation Ltd v Ferster & Ors [2017] EWHC 217 (Ch) (10 February 2017)

The remuneration order made on 19 December 2016 was effective and binding, notwithstanding that it was not sealed until later. ITC had elected for equitable compensation (loss-based remedy) for unauthorised remuneration, and could not now seek to change its election or the form of order absent an application to set aside the original order. The order should be sealed in the form pronounced on 19 December 2016.

Citation
[2017] EWHC 217 (Ch)
Parties
Claimant: Interactive Technology Corporation Limited; First Defendant: Jonathan Ferster; Second Defendant: World Online Software N. V.; Third Defendant: Carmel Media Group N. V.; Fourth Defendant: Data Traffic Solutions Limited; Fifth Defendant: Four Seasons Advertising Limited; Sixth Defendant: Four Seasons Media Limited; Seventh Defendant: Four Seasons Technology Limited; Eighth Defendant: Interactive Technology Corporation (Europe) Limited; Ninth Defendant: Lanesborough Investments Limited; Tenth Defendant: Lanesborough Media Limited; Eleventh Defendant: Lanesborough Technology Limited; Twelfth Defendant: Peaklink Limited; Thirteenth Defendant: Woodville Limited; Fourteenth Defendant: World Online Software Limited
Jurisdiction
England and Wales
Judgment Date
10 February 2017
Procedural Posture
Chancery Division Civil Claim / Post Judgment Consequential Matters; Interpretation and Sealing of Order
Outcome
Remuneration order made on 19 December 2016 is effective and must be sealed; ITC's application to change the order or remedy is rejected.
Legal Topics
Breach of Fiduciary Duty, Equitable Compensation, Remedies for Unauthorised Director Remuneration, Election Between Remedies, Interpretation of Court Orders
Equity Company Law Breach of Fiduciary Duty Equitable Compensation Remedies for Unauthorised Director Remuneration Election Between Remedies Interpretation of Court Orders

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Parties

Interactive Technology Corporation Limited

Claimant

Jonathan Ferster

First Defendant

World Online Software N. V.

Second Defendant

Carmel Media Group N. V.

Third Defendant

Data Traffic Solutions Limited

Fourth Defendant

Four Seasons Advertising Limited

Fifth Defendant

Four Seasons Media Limited

Sixth Defendant

Four Seasons Technology Limited

Seventh Defendant

Interactive Technology Corporation (Europe) Limited

Eighth Defendant

Lanesborough Investments Limited

Ninth Defendant

Lanesborough Media Limited

Tenth Defendant

Lanesborough Technology Limited

Eleventh Defendant

Peaklink Limited

Twelfth Defendant

Woodville Limited

Thirteenth Defendant

World Online Software Limited

Fourteenth Defendant

Procedural Posture

Chancery Division Civil Claim / Post Judgment Consequential Matters; Interpretation and Sealing of Order

Legal Issues

  1. 1 Whether the remuneration order made on 19 December 2016 was effective and binding prior to sealing
  2. 2 Whether ITC could change its election of remedy after the order was made but before it was sealed
  3. 3 Interpretation of 'equitable compensation' in the context of unauthorised director remuneration

Ratio Decidendi

The remuneration order made on 19 December 2016 was effective and binding, notwithstanding that it was not sealed until later. ITC had elected for equitable compensation (loss-based remedy) for unauthorised remuneration, and could not now seek to change its election or the form of order absent an application to set aside the original order. The order should be sealed in the form pronounced on 19 December 2016.

Court Disposition

Remuneration order made on 19 December 2016 is effective and must be sealed; ITC's application to change the order or remedy is rejected.

Orders

  • Remuneration order pronounced on 19 December 2016 to be sealed.
  • No new order in the form of ITC's new draft to be made.