Killen v Horseworld Ltd & Ors [2012] EWHC 363 (QB) (27 February 2012)

Killen v Horseworld Ltd & Ors [2012] EWHC 363 (QB) (27 February 2012)

The claimant breached her fiduciary duties under section 175 Companies Act 2006 by attempting to divert the media business and confidential information of the defendant companies to a company she controlled, and by subsequently exploiting the same business opportunity through a competing company after her departure. The statutory post-termination duty applied, and the claimant's concealment of material facts vitiated any purported authorisation by the other directors.

Citation
[2012] EWHC 363
Parties
Claimant: Ms Heather Killen; First Defendant: Horseworld Ltd; Second Defendant: Horseworld (UK) Ltd; Third Defendant: Toby Vintcent; Fourth Defendant: Richard Worrall
Jurisdiction
England and Wales
Judgment Date
27 February 2012
Procedural Posture
Counterclaim / Post Trial Judgment
Outcome
Counterclaim succeeds; claimant found in breach of fiduciary duty.
Legal Topics
Directors' Fiduciary Duties, Conflict of Interest, Exploitation of Corporate Opportunity, Section 175 Companies Act 2006, Post Termination Duties
Company Law Equity Directors' Fiduciary Duties Conflict of Interest Exploitation of Corporate Opportunity Section 175 Companies Act 2006 Post Termination Duties

Case Brief

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Parties

Ms Heather Killen

Claimant

Horseworld Ltd

First Defendant

Horseworld (UK) Ltd

Second Defendant

Toby Vintcent

Third Defendant

Richard Worrall

Fourth Defendant

Procedural Posture

Counterclaim / Post Trial Judgment

Legal Issues

  1. 1 Whether the claimant breached fiduciary duties as a director by attempting to divert business opportunities and confidential information for personal benefit
  2. 2 Whether post-termination duties under section 170(2)(a) Companies Act 2006 were breached by the claimant's conduct after leaving the defendant companies

Ratio Decidendi

The claimant breached her fiduciary duties under section 175 Companies Act 2006 by attempting to divert the media business and confidential information of the defendant companies to a company she controlled, and by subsequently exploiting the same business opportunity through a competing company after her departure. The statutory post-termination duty applied, and the claimant's concealment of material facts vitiated any purported authorisation by the other directors.

Court Disposition

Counterclaim succeeds; claimant found in breach of fiduciary duty.

Orders

  • Declaration that the BVI companies are held on trust for the First Defendant and shares to be transferred accordingly
  • Delivery up of statutory books and books of account of the BVI companies to the First Defendant