Foster Bryant Surveying Ltd v Bryant & Anor

Foster Bryant Surveying Ltd v Bryant & Anor

Mr Bryant did not breach his fiduciary duties as director; his resignation was forced, he was excluded from director role, did not solicit Alliance's business, acted on a customer-led initiative, and did not exploit any company property or opportunity. No profit was connected to any breach.

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
Civil Appeal / Appeal From Queen's Bench Division (commercial Court)
Outcome
Appeal dismissed
Legal Topics
Directors' Fiduciary Duties, Breach of Fiduciary Duty, Account of Profits, Conflict of Interest, Shareholders' Agreement
Company Law Equity Directors' Fiduciary Duties Breach of Fiduciary Duty Account of Profits Conflict of Interest Shareholders' Agreement

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Parties

Foster Bryant Surveying Limited

Appellant/claimant

Bryant

Respondent/defendant

Savernake Property Consultants Limited

Respondent/defendant

Procedural Posture

Civil Appeal / Appeal From Queen's Bench Division (commercial Court)

Legal Issues

  1. 1 Whether Mr Bryant breached his fiduciary duties as director during notice period after resignation but before departure
  2. 2 Whether Mr Bryant is liable to account for profits obtained from Alliance Leisure Services Limited
  3. 3 Whether exclusion from director role affects fiduciary duties

Ratio Decidendi

Mr Bryant did not breach his fiduciary duties as director; his resignation was forced, he was excluded from director role, did not solicit Alliance's business, acted on a customer-led initiative, and did not exploit any company property or opportunity. No profit was connected to any breach.

Court Disposition

Appeal dismissed