Foster Bryant Surveying Ltd v Bryant & Anor [2007] EWCA Civ 200 (13 March 2007)

Foster Bryant Surveying Ltd v Bryant & Anor [2007] EWCA Civ 200 (13 March 2007)

Mr Bryant did not breach his fiduciary duties as director because he did not solicit Alliance's business, acted only in response to the client's initiative, was excluded from his directorial role after resignation, and the company suffered no loss as Alliance would only have given it as much work as Mr Foster could personally handle. There was no secret profit or dishonest conduct, and the circumstances were customer-led, not director-initiated.

Citation
[2007] EWCA Civ 200
Parties
Appellant/claimant: Foster Bryant Surveying Limited; Respondent/defendant: Bryant; Respondent/defendant: Savernake Property Consultants Limited
Jurisdiction
England and Wales
Judgment Date
13 March 2007
Procedural Posture
Appeal (civil) / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Directors' Fiduciary Duties, Breach of Fiduciary Duty, Corporate Opportunity, Account of Profits, Shareholders' Agreement, Employment Law
Company Law Equity Directors' Fiduciary Duties Breach of Fiduciary Duty Corporate Opportunity Account of Profits Shareholders' Agreement Employment Law

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Parties

Foster Bryant Surveying Limited

Appellant/claimant

Bryant

Respondent/defendant

Savernake Property Consultants Limited

Respondent/defendant

Procedural Posture

Appeal (civil) / Court of Appeal Judgment

Legal Issues

  1. 1 Whether Mr Bryant breached his fiduciary duties as a director by agreeing to work for a client during his notice period before his resignation took effect
  2. 2 Whether the company suffered loss or was entitled to an account of profits as a result of Mr Bryant's actions

Ratio Decidendi

Mr Bryant did not breach his fiduciary duties as director because he did not solicit Alliance's business, acted only in response to the client's initiative, was excluded from his directorial role after resignation, and the company suffered no loss as Alliance would only have given it as much work as Mr Foster could personally handle. There was no secret profit or dishonest conduct, and the circumstances were customer-led, not director-initiated.

Court Disposition

Appeal dismissed

Orders

  • No breach of fiduciary duty found against Mr Bryant
  • No account of profits or damages ordered