Invideous Ltd & Ors v Thorogood & Ors [2013] EWHC 3015 (Ch) (11 October 2013)

Invideous Ltd & Ors v Thorogood & Ors [2013] EWHC 3015 (Ch) (11 October 2013)

Mr Thorogood, as director, shareholder, and employee, was bound by enforceable contractual and fiduciary duties not to compete with Invideous Ltd, not to divert business opportunities, and not to poach staff. By establishing and operating NOVP Doo-Skopje, diverting the Technicolor opportunity, and soliciting employees, he breached these duties. The restrictive covenants were reasonable and enforceable. Mr Thorogood also breached court orders and was found in contempt.

Citation
[2013] EWHC 3015 (Ch)
Parties
Claimant: Invideous Limited; Claimant: Invidius Dooel-Skopje; Claimant: Pierre Andurand; Defendant: Jack Thorogood; Defendant: NOVP Doo-Skopje; Defendant: Igor Micov; Defendant: NOVP Ltd; Defendant: NOVP LLC
Jurisdiction
England and Wales
Judgment Date
11 October 2013
Procedural Posture
Civil Chancery Division / Judgment After Trial and Committal Hearing
Outcome
Judgment for the Claimants. Mr Thorogood found liable for breach of fiduciary and contractual duties and contempt of court.
Legal Topics
Director's Duties, Fiduciary Duties, Restrictive Covenants, Breach of Contract, Restraint of Trade, Contempt of Court
Company Law Employment Law Equity and Trusts Director's Duties Fiduciary Duties Restrictive Covenants Breach of Contract Restraint of Trade +1 more

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Parties

Invideous Limited

Claimant

Invidius Dooel-Skopje

Claimant

Pierre Andurand

Claimant

Jack Thorogood

Defendant

NOVP Doo-Skopje

Defendant

Igor Micov

Defendant

NOVP Ltd

Defendant

NOVP LLC

Defendant

Procedural Posture

Civil Chancery Division / Judgment After Trial and Committal Hearing

Legal Issues

  1. 1 What obligations bound Mr Thorogood as director, shareholder, and employee regarding competing business activities?
  2. 2 Did the establishment and operation of NOVP Doo-Skopje breach those obligations?
  3. 3 Did Mr Thorogood poach employees and divert funds in breach of duty?

Ratio Decidendi

Mr Thorogood, as director, shareholder, and employee, was bound by enforceable contractual and fiduciary duties not to compete with Invideous Ltd, not to divert business opportunities, and not to poach staff. By establishing and operating NOVP Doo-Skopje, diverting the Technicolor opportunity, and soliciting employees, he breached these duties. The restrictive covenants were reasonable and enforceable. Mr Thorogood also breached court orders and was found in contempt.

Court Disposition

Judgment for the Claimants. Mr Thorogood found liable for breach of fiduciary and contractual duties and contempt of court.

Orders

  • Injunctive relief granted restraining Mr Thorogood from competing and soliciting staff or clients.
  • Order for damages and/or account of profits against Mr Thorogood and relevant Defendants.