Item Software (UK) Ltd v Fassihi & Ors [2002] EWHC 3116 (Ch) (5 December 2002)

Item Software (UK) Ltd v Fassihi & Ors [2002] EWHC 3116 (Ch) (5 December 2002)

Mr. Fassihi was in breach of his duties as director and employee by seeking to divert Item's contract and failing to disclose his misconduct, which was material to ongoing negotiations. This failure constituted a further breach of duty, entitling Item to recover damages for losses suffered as a result of the termination of the Isograph agreement (excluding US sales). Mr. Fassihi's claim for wrongful dismissal fails as Item was entitled to rely on his misconduct as justification.

Citation
[2002] EWHC 3116 (Ch)
Parties
Claimant: Item Software (UK) Limited; First Defendant: Kouroush Fassihi; Second Defendant: Mandy Liddiard; Third Defendant: Rams International Limited; Fourth Defendant: Isograph Limited
Jurisdiction
England and Wales
Judgment Date
05 December 2002
Procedural Posture
Civil / Trial on Liability Only
Outcome
Judgment for the claimant on liability; Mr. Fassihi found in breach of duty and liable for losses arising from termination of the Isograph agreement (excluding US sales); Mr. Fassihi's claim for wrongful dismissal dismissed.
Legal Topics
Director's Duties, Fiduciary Duties, Breach of Confidence, Wrongful Dismissal, Disclosure of Misconduct
Company Law Employment Law Director's Duties Fiduciary Duties Breach of Confidence Wrongful Dismissal Disclosure of Misconduct

Case Brief

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Parties

Item Software (UK) Limited

Claimant

Kouroush Fassihi

First Defendant

Mandy Liddiard

Second Defendant

Rams International Limited

Third Defendant

Isograph Limited

Fourth Defendant

Procedural Posture

Civil / Trial on Liability Only

Legal Issues

  1. 1 Whether Mr. Fassihi breached his duties as director and employee by seeking to divert Item's contract and failing to disclose his misconduct
  2. 2 Whether Item suffered loss as a result of Mr. Fassihi's breaches
  3. 3 Whether Mr. Fassihi was under a duty to disclose his own misconduct to Item

Ratio Decidendi

Mr. Fassihi was in breach of his duties as director and employee by seeking to divert Item's contract and failing to disclose his misconduct, which was material to ongoing negotiations. This failure constituted a further breach of duty, entitling Item to recover damages for losses suffered as a result of the termination of the Isograph agreement (excluding US sales). Mr. Fassihi's claim for wrongful dismissal fails as Item was entitled to rely on his misconduct as justification.

Court Disposition

Judgment for the claimant on liability; Mr. Fassihi found in breach of duty and liable for losses arising from termination of the Isograph agreement (excluding US sales); Mr. Fassihi's claim for wrongful dismissal dismissed.

Orders

  • Mr. Fassihi to pay damages to Item Software (UK) Limited for losses arising from the termination of the Isograph agreement, excluding US sales.
  • Mr. Fassihi's claim for wrongful dismissal is dismissed.