Spill Bidco Limited & Ors v Bruce William Wishart & Ors

Spill Bidco Limited & Ors v Bruce William Wishart & Ors

Mr Wishart breached restrictive covenants in the SPA and Investment Agreement and fiduciary duties as director of Spill Topco by advancing funds and providing assistance to rival businesses, thereby becoming 'concerned' in competing businesses within the meaning of the covenants and violating his duty of loyalty. The restrictive covenants are reasonable and enforceable restraints of trade. No separate actionable misuse of confidential information was established.

Parties
Claimant: Spill Bidco Limited; Claimant: Spill Topco Limited; Claimant: Empteezy Limited; Claimant: Romold Limited; Claimant: Empteezy Holdings Limited; Defendant: Bruce William Wishart; Defendant: Matthew Jack Bulman; Defendant: KSMB Limited; Defendant: Loxxer Limited; Defendant: Roxxal Limited
Jurisdiction
England and Wales
Judgment Date
10 June 2025
Procedural Posture
Commercial Dispute / Post Trial Judgment
Outcome
Judgment for Spill Bidco and Spill Topco against Mr Wishart for breach of contract and fiduciary duty, limited to findings in judgment.
Legal Topics
Breach of Contract, Director's Duties, Restrictive Covenants, Fiduciary Duty, Restraint of Trade, Confidential Information
Contract Law Company Law Fiduciary Duties Restraint of Trade Breach of Contract Director's Duties Restrictive Covenants Fiduciary Duty +1 more

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Parties

Spill Bidco Limited

Claimant

Spill Topco Limited

Claimant

Empteezy Limited

Claimant

Romold Limited

Claimant

Empteezy Holdings Limited

Claimant

Bruce William Wishart

Defendant

Matthew Jack Bulman

Defendant

KSMB Limited

Defendant

Loxxer Limited

Defendant

Roxxal Limited

Defendant

Procedural Posture

Commercial Dispute / Post Trial Judgment

Legal Issues

  1. 1 Whether Mr Wishart breached restrictive covenants in the SPA and Investment Agreement
  2. 2 Whether Mr Wishart breached fiduciary duties as director of Spill Topco
  3. 3 Whether the restrictive covenants are enforceable and reasonable restraints of trade

Ratio Decidendi

Mr Wishart breached restrictive covenants in the SPA and Investment Agreement and fiduciary duties as director of Spill Topco by advancing funds and providing assistance to rival businesses, thereby becoming 'concerned' in competing businesses within the meaning of the covenants and violating his duty of loyalty. The restrictive covenants are reasonable and enforceable restraints of trade. No separate actionable misuse of confidential information was established.

Court Disposition

Judgment for Spill Bidco and Spill Topco against Mr Wishart for breach of contract and fiduciary duty, limited to findings in judgment.

Orders

  • Declaration of liability for breach of SPA and Investment Agreement covenants and fiduciary duty
  • Further hearing to determine injunctive relief and terms