Kings Security Systems Ltd v King & Anor [2021] EWHC 325 (Ch) (18 February 2021)

Kings Security Systems Ltd v King & Anor [2021] EWHC 325 (Ch) (18 February 2021)

The court found that the Range Rover Transaction was a bribe and a breach of Mr King's fiduciary duties as director, that Mr King was aware of and authorised the arrangement, and that KSSL was entitled to rescind the Settlement Agreement and recover damages. Mr King's counterclaim for abuse of process failed as the tort is doubtful in English law, there was no predominant improper purpose, and no recoverable loss was proved.

Citation
[2021] EWHC 325 (Ch)
Parties
Claimant: Kings Security Systems Limited; First Defendant: Anthony Douglas King; Second Defendant: Stephen John James Evans
Jurisdiction
England and Wales
Judgment Date
18 February 2021
Procedural Posture
Civil Company Law / Directors' Duties / High Court Trial Judgment
Outcome
Claim allowed in part; counterclaim dismissed
Legal Topics
Directors' Duties, Bribery and Corruption, Breach of Fiduciary Duty, Rescission of Settlement Agreements, Abuse of Process, Compensation and Damages
Company Law Employment Law Commercial Law Directors' Duties Bribery and Corruption Breach of Fiduciary Duty Rescission of Settlement Agreements Abuse of Process +1 more

Case Brief

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Parties

Kings Security Systems Limited

Claimant

Anthony Douglas King

First Defendant

Stephen John James Evans

Second Defendant

Procedural Posture

Civil Company Law / Directors' Duties / High Court Trial Judgment

Legal Issues

  1. 1 Whether the Range Rover Transaction constituted a bribe
  2. 2 Whether the Range Rover Transaction gave rise to breaches of duty by Mr King
  3. 3 Whether the Range Rover Transaction was authorised by KSSL's shareholders

Ratio Decidendi

The court found that the Range Rover Transaction was a bribe and a breach of Mr King's fiduciary duties as director, that Mr King was aware of and authorised the arrangement, and that KSSL was entitled to rescind the Settlement Agreement and recover damages. Mr King's counterclaim for abuse of process failed as the tort is doubtful in English law, there was no predominant improper purpose, and no recoverable loss was proved.

Court Disposition

Claim allowed in part; counterclaim dismissed

Orders

  • Rescission of the Settlement Agreement between KSSL and Mr King
  • Mr King to pay damages to KSSL for breach of fiduciary duty