Invideous Ltd & Ors v Thorogood & Ors

Invideous Ltd & Ors v Thorogood & Ors

Mr Thorogood breached his contractual, fiduciary, and statutory duties to Invideous Ltd by secretly establishing and operating NOVP Doo-Skopje, diverting the Technicolor Showcase opportunity, poaching employees, and misusing company funds. The restrictive covenants in the Shareholders’ Agreement were reasonable and enforceable. The businesses of Invideous Ltd and NOVP Doo-Skopje were in competition. Mr Thorogood was also found in contempt of court for providing deliberately untruthful evidence in his affidavit. Other allegations of contempt were not proved to the criminal standard.

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 (company/commercial) / Judgment After Trial and Committal Application
Outcome
Liability found for Claimants; contempt of court found in part; relief and penalty reserved for further submissions.
Legal Topics
Director's Fiduciary Duties, Breach of Employment Contract, Restrictive Covenants, Restraint of Trade, Conspiracy, Contempt of Court
Company Law Employment Law Equity and Trusts Contract Law Director's Fiduciary Duties Breach of Employment Contract Restrictive Covenants Restraint of Trade +2 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 (company/commercial) / Judgment After Trial and Committal Application

Legal Issues

  1. 1 Whether Mr Thorogood breached his fiduciary duties as director of Invideous Ltd by diverting business opportunities to NOVP Doo-Skopje
  2. 2 Whether Mr Thorogood breached his employment contract and restrictive covenants
  3. 3 Whether Mr Thorogood conspired with others to injure Invideous Ltd

Ratio Decidendi

Mr Thorogood breached his contractual, fiduciary, and statutory duties to Invideous Ltd by secretly establishing and operating NOVP Doo-Skopje, diverting the Technicolor Showcase opportunity, poaching employees, and misusing company funds. The restrictive covenants in the Shareholders’ Agreement were reasonable and enforceable. The businesses of Invideous Ltd and NOVP Doo-Skopje were in competition. Mr Thorogood was also found in contempt of court for providing deliberately untruthful evidence in his affidavit. Other allegations of contempt were not proved to the criminal standard.

Court Disposition

Liability found for Claimants; contempt of court found in part; relief and penalty reserved for further submissions.

Orders

  • Declaration of breaches of fiduciary, contractual, and statutory duties by Mr Thorogood
  • Declaration that other Defendants are liable for conspiracy