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 fiduciary duties under section 175 of the Companies Act 2006 by attempting to divert company media interests to a company she controlled and by exploiting confidential information and business opportunities acquired as director to compete with the defendant companies after resignation. The statutory duty under section 170(2)(a) continued to apply to the claimant's post-resignation conduct, and any purported authorisation by the other directors was invalid due to lack of disclosure of material facts.

Citation
[2012] EWHC 363 (QB)
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 upheld in favour of the defendant companies; claimant found in breach of fiduciary duty.
Legal Topics
Directors' Fiduciary Duties, Conflict of Interest, Account of Profits, Companies Act 2006
Company Law Equity Directors' Fiduciary Duties Conflict of Interest Account of Profits Companies Act 2006

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 under Companies Act 2006 by attempting to divert company opportunities and information for personal benefit
  2. 2 Whether post-resignation conduct constituted exploitation of property, information or opportunity acquired as director

Ratio Decidendi

The claimant breached fiduciary duties under section 175 of the Companies Act 2006 by attempting to divert company media interests to a company she controlled and by exploiting confidential information and business opportunities acquired as director to compete with the defendant companies after resignation. The statutory duty under section 170(2)(a) continued to apply to the claimant's post-resignation conduct, and any purported authorisation by the other directors was invalid due to lack of disclosure of material facts.

Court Disposition

Counterclaim upheld in favour of the defendant companies; claimant found in breach of fiduciary duty.

Orders

  • Declaration that the BVI companies are held on trust for the First Defendant
  • Order for delivery up of statutory books and books of account of the BVI companies