Tesco Stores Ltd v Simon Pook & Ors [2003] EWHC 823 (Ch) (14 April 2003)

Tesco Stores Ltd v Simon Pook & Ors [2003] EWHC 823 (Ch) (14 April 2003)

Mr Pook received secret payments from Delta, a supplier to Tesco, which constituted bribes in breach of his fiduciary duty. The payments were not loans, and the invoices were false. Tesco is entitled to recover the gross amount including VAT. Mr Pook was under a duty to disclose his misconduct, and there was an implied term in the share option scheme precluding exercise of options in the event of such serious breach. His counterclaim for share options fails.

Citation
[2003] EWHC 823 (Ch)
Parties
Claimant: Tesco Stores Limited; First Defendant: Simon Pook; Second Defendant: Natasha Kersey Pook; Third Defendant: Universal Projects (UK) Limited
Jurisdiction
England and Wales
Judgment Date
14 April 2003
Procedural Posture
Civil / Trial Judgment
Outcome
Claim allowed in respect of the bribe; counterclaim dismissed.
Legal Topics
Bribery, Fiduciary Duty, Secret Profits, Share Option Schemes, Employment Dismissal, Constructive Trusts
Commercial Law Employment Law Equity and Trusts Bribery Fiduciary Duty Secret Profits Share Option Schemes Employment Dismissal +1 more

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Parties

Tesco Stores Limited

Claimant

Simon Pook

First Defendant

Natasha Kersey Pook

Second Defendant

Universal Projects (UK) Limited

Third Defendant

Procedural Posture

Civil / Trial Judgment

Legal Issues

  1. 1 Whether Mr Pook received a bribe from Delta Computer Systems (UK) Ltd and is liable to account to Tesco for the sum received
  2. 2 Whether Mr Pook is entitled to exercise share options under the Executive Share Option Scheme despite his misconduct
  3. 3 Whether VAT should be included in the amount recoverable by Tesco

Ratio Decidendi

Mr Pook received secret payments from Delta, a supplier to Tesco, which constituted bribes in breach of his fiduciary duty. The payments were not loans, and the invoices were false. Tesco is entitled to recover the gross amount including VAT. Mr Pook was under a duty to disclose his misconduct, and there was an implied term in the share option scheme precluding exercise of options in the event of such serious breach. His counterclaim for share options fails.

Court Disposition

Claim allowed in respect of the bribe; counterclaim dismissed.

Orders

  • Mr Pook is to account to Tesco for the sum of £323,749.99 (including VAT) as a bribe received from Delta.
  • Mr Pook's counterclaim for £51,156.58 in respect of share options is dismissed.