Gardner Aerospace Holdings Limited & Anor v Antony John Upton

Gardner Aerospace Holdings Limited & Anor v Antony John Upton

Mr Upton breached his fiduciary and contractual duties by lobbying for refusal of the Transaction, proposing divestment remedies to government, engaging potential buyers without authority, and undermining shareholder funding assurances to NatWest, all to further his own interests and employment prospects, contrary to the interests of Gardner and without board disclosure.

Parties
Claimant: Gardner Aerospace Holdings Limited; Claimant: Gardner Group Limited; Defendant: Antony John Upton
Jurisdiction
England and Wales
Judgment Date
20 March 2026
Procedural Posture
Civil / Judgment on Liability (breach of Duty)
Outcome
Liability established for breach of fiduciary and contractual duties; quantum and causation reserved.
Legal Topics
Director Duties, Breach of Fiduciary Duty, Conflict of Interest, National Security and Investment Act, Remedies, Employment Contract Obligations
Company Law Employment Law Fiduciary Duties Director Duties Breach of Fiduciary Duty Conflict of Interest National Security and Investment Act Remedies +1 more

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Parties

Gardner Aerospace Holdings Limited

Claimant

Gardner Group Limited

Claimant

Antony John Upton

Defendant

Procedural Posture

Civil / Judgment on Liability (breach of Duty)

Legal Issues

  1. 1 Did Mr Upton breach his fiduciary and contractual duties as director and employee of Gardner Aerospace Holdings Limited and Gardner Group Limited?
  2. 2 Did Mr Upton act for improper purposes contrary to the Companies Act 2006?
  3. 3 Did Mr Upton place himself in a position of conflicting personal interests?

Ratio Decidendi

Mr Upton breached his fiduciary and contractual duties by lobbying for refusal of the Transaction, proposing divestment remedies to government, engaging potential buyers without authority, and undermining shareholder funding assurances to NatWest, all to further his own interests and employment prospects, contrary to the interests of Gardner and without board disclosure.

Court Disposition

Liability established for breach of fiduciary and contractual duties; quantum and causation reserved.

Orders

  • Parties to agree consequential matters and draft order; if not agreed, hearing to be arranged.
  • Encouragement to resolve remaining differences via mediation.