Richmond Pharmacology Ltd v Chester Overseas Ltd & Ors [2014] EWHC 2692 (Ch) (01 August 2014)

Richmond Pharmacology Ltd v Chester Overseas Ltd & Ors [2014] EWHC 2692 (Ch) (01 August 2014)

The Shareholders Agreement imposed a strict contractual duty on Chester and the Levines not to disclose confidential information to third parties except in limited circumstances expressly provided. Disclosure to NWCF as a professional adviser was permitted, but onward disclosure to third parties (potential purchasers) was not permitted without Board approval. The Levines, as directors, owed statutory and fiduciary duties not to cause or participate in breaches of confidentiality. The court found that confidential information was disclosed to NWCF but not to third parties in breach of the agreement, and that Richmond did not suffer loss as a result of the disclosures. Therefore, the claim...

Citation
[2014] EWHC 2692 (Ch)
Parties
Claimant: Richmond Pharmacology Limited; First Defendant: Chester Overseas Limited; Second Defendant: Milton Levine; Third Defendant: Larry Levine
Jurisdiction
England and Wales
Judgment Date
01 August 2014
Procedural Posture
Commercial Dispute / High Court Trial Judgment
Outcome
Claim dismissed
Legal Topics
Confidentiality Obligations, Shareholders' Agreements, Directors' Duties, Breach of Contract, Fiduciary Duties, Damages
Contract Law Company Law Equity Confidentiality Obligations Shareholders' Agreements Directors' Duties Breach of Contract Fiduciary Duties +1 more

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Parties

Richmond Pharmacology Limited

Claimant

Chester Overseas Limited

First Defendant

Milton Levine

Second Defendant

Larry Levine

Third Defendant

Procedural Posture

Commercial Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether the defendants breached contractual and equitable duties of confidentiality under the Shareholders Agreement by disclosing information to third parties
  2. 2 Whether the directors (the Levines) breached statutory and fiduciary duties under the Companies Act 2006
  3. 3 Whether Richmond consented to or is estopped from objecting to the disclosures

Ratio Decidendi

The Shareholders Agreement imposed a strict contractual duty on Chester and the Levines not to disclose confidential information to third parties except in limited circumstances expressly provided. Disclosure to NWCF as a professional adviser was permitted, but onward disclosure to third parties (potential purchasers) was not permitted without Board approval. The Levines, as directors, owed statutory and fiduciary duties not to cause or participate in breaches of confidentiality. The court found that confidential information was disclosed to NWCF but not to third parties in breach of the agreement, and that Richmond did not suffer loss as a result of the disclosures. Therefore, the claim...

Court Disposition

Claim dismissed

Orders

  • No damages or equitable compensation awarded
  • No injunction granted