The Northampton Regional Livestock Centre Co Ltd v Cowling & Anor

The Northampton Regional Livestock Centre Co Ltd v Cowling & Anor

The second defendant breached his fiduciary duty by acting for both vendor and purchaser in the same transaction without full disclosure of his retainer and by misusing confidential information, and must account for the profit earned. The first defendant was not negligent in his conduct as director or agent, acted with board approval, and is not vicariously liable for the second defendant's breach as the wrongful acts were not within the ordinary course of the partnership business. The claim in negligence fails against both defendants; the claim for breach of fiduciary duty succeeds only against the second defendant.

Parties
Claimant: The Northampton Regional Livestock Centre Company Limited; First Defendant: Richard Andrew Cowling; Second Defendant: Neil Richardson Lawrence
Jurisdiction
England and Wales
Judgment Date
23 January 2014
Procedural Posture
Civil / High Court Judgment After Full Trial
Outcome
Claim for negligence dismissed against both defendants; claim for breach of fiduciary duty succeeds against the second defendant only.
Legal Topics
Fiduciary Duty, Negligence, Conflict of Interest, Vicarious Liability, Breach of Duty, Remedies for Breach of Fiduciary Duty
Commercial Law Company Law Agency Law Equity Fiduciary Duty Negligence Conflict of Interest Vicarious Liability +2 more

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Parties

The Northampton Regional Livestock Centre Company Limited

Claimant

Richard Andrew Cowling

First Defendant

Neil Richardson Lawrence

Second Defendant

Procedural Posture

Civil / High Court Judgment After Full Trial

Legal Issues

  1. 1 Whether the defendants were negligent in the sale of commercial property and marketing strategy.
  2. 2 Whether the second defendant breached his fiduciary duty to the company by acting for both vendor and purchaser without full disclosure.
  3. 3 Whether the first defendant is vicariously liable for the second defendant's breach under the Partnership Act.

Ratio Decidendi

The second defendant breached his fiduciary duty by acting for both vendor and purchaser in the same transaction without full disclosure of his retainer and by misusing confidential information, and must account for the profit earned. The first defendant was not negligent in his conduct as director or agent, acted with board approval, and is not vicariously liable for the second defendant's breach as the wrongful acts were not within the ordinary course of the partnership business. The claim in negligence fails against both defendants; the claim for breach of fiduciary duty succeeds only against the second defendant.

Court Disposition

Claim for negligence dismissed against both defendants; claim for breach of fiduciary duty succeeds against the second defendant only.

Orders

  • Second defendant to account for £744,035.02 (profit from breach) and the fee earned from the company, with interest from date of receipt.
  • First defendant not liable; no order against him.