Tesco Stores Ltd v Simon Pook & Ors

Tesco Stores Ltd v Simon Pook & Ors

Mr Pook received a secret payment from Delta, which constituted a bribe as defined by law. He was under a fiduciary duty to account for the bribe to Tesco and was obliged to disclose his breach. There was an implied term in the share option agreement that precluded exercise of options in the event of serious breach of contract or fiduciary duty. Mr Pook's counterclaim for the share option profit fails as he was not entitled to exercise the options.

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 part; counterclaim dismissed
Legal Topics
Bribery, Fiduciary Duties, Share Option Schemes, Secret Commissions, Summary Dismissal
Employment Law Equity and Trusts Contract Law Company Law Bribery Fiduciary Duties Share Option Schemes Secret Commissions +1 more

Case Brief

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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 and must account for a bribe paid by Delta Computer Systems (UK) Ltd to Universal Projects (UK) Limited for his benefit while employed by Tesco
  2. 2 Whether Mr Pook was entitled to exercise share options after his suspension and before summary dismissal
  3. 3 Whether there was an implied term in the share option agreement precluding exercise in the event of serious breach of contract/fiduciary duty

Ratio Decidendi

Mr Pook received a secret payment from Delta, which constituted a bribe as defined by law. He was under a fiduciary duty to account for the bribe to Tesco and was obliged to disclose his breach. There was an implied term in the share option agreement that precluded exercise of options in the event of serious breach of contract or fiduciary duty. Mr Pook's counterclaim for the share option profit fails as he was not entitled to exercise the options.

Court Disposition

Claim allowed in part; counterclaim dismissed

Orders

  • Mr Pook is to account to Tesco for the full amount of the bribe received, including VAT, totalling £323,749.99.
  • Mr Pook's counterclaim for share option profit of £51,156.58 is dismissed.