Glenn v Watson & Ors

Glenn v Watson & Ors

The July 2012 agreements and subsequent agreements between Kea and Spartan are voidable and set aside for fraudulent misrepresentation, inducement (secret commission), and breach of fiduciary duty by Mr Watson to Kea. Mr Watson and associates orchestrated a scheme to mislead Kea as to the destination of substantial payments, failed to disclose personal interests, and offered inducements to Kea’s agents. The Claimants are entitled to restitution, tracing, and equitable compensation. Affirmation and ratification defences fail as Claimants lacked full knowledge of the fraud.

Parties
Claimant: Sir Owen George Glenn KNZM ONZM; Claimant: Kea Investments Limited; Defendant: Eric John Watson; Defendant: Novatrust Limited; Defendant: Miles John Anthony Leahy; Defendant: Nucopia Partners Limited; Defendant: Spartan Capital Limited; Defendant: Munil Development Inc
Jurisdiction
England and Wales
Judgment Date
31 July 2018
Procedural Posture
Civil (commercial/chancery) / Final Judgment After Trial
Outcome
Claim for rescission and restitution succeeds; July 2012 and subsequent agreements set aside as against remaining Defendants; Claimants entitled to restitution, tracing, and equitable compensation; damages for deceit not awarded due to pleading/amendment issues.
Legal Topics
Fiduciary Duties, Fraudulent Misrepresentation, Knowing Receipt, Breach of Trust, Joint Venture Disputes, Restitution, Equitable Compensation, Bribery/secret Commissions
Equity and Trusts Company Law Contract Law Fraud Fiduciary Duties Fraudulent Misrepresentation Knowing Receipt Breach of Trust +4 more

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Parties

Sir Owen George Glenn KNZM ONZM

Claimant

Kea Investments Limited

Claimant

Eric John Watson

Defendant

Novatrust Limited

Defendant

Miles John Anthony Leahy

Defendant

Nucopia Partners Limited

Defendant

Spartan Capital Limited

Defendant

Munil Development Inc

Defendant

Procedural Posture

Civil (commercial/chancery) / Final Judgment After Trial

Legal Issues

  1. 1 Whether Mr Watson owed fiduciary duties to Sir Owen or Kea in relation to Project Edsel and Project Spartan
  2. 2 Whether the July 2012 agreements (and subsequent agreements) are voidable or void for deceit, inducement, breach of fiduciary duty, or want of authority
  3. 3 Whether Mr Watson and associates made fraudulent misrepresentations to induce Kea’s investment

Ratio Decidendi

The July 2012 agreements and subsequent agreements between Kea and Spartan are voidable and set aside for fraudulent misrepresentation, inducement (secret commission), and breach of fiduciary duty by Mr Watson to Kea. Mr Watson and associates orchestrated a scheme to mislead Kea as to the destination of substantial payments, failed to disclose personal interests, and offered inducements to Kea’s agents. The Claimants are entitled to restitution, tracing, and equitable compensation. Affirmation and ratification defences fail as Claimants lacked full knowledge of the fraud.

Court Disposition

Claim for rescission and restitution succeeds; July 2012 and subsequent agreements set aside as against remaining Defendants; Claimants entitled to restitution, tracing, and equitable compensation; damages for deceit not awarded due to pleading/amendment issues.

Orders

  • July 2012 and subsequent agreements between Kea and Spartan set aside as against remaining Defendants
  • Claimants entitled to restitution of sums paid under set aside agreements