Ranson v Customer Systems Plc

Ranson v Customer Systems Plc

Mr Ranson, as an employee and not a director, owed no fiduciary duty to CS; his contractual duty of fidelity did not require reporting his own competitive activities or plans, nor did it prohibit preparing to compete after employment. The judge erred by reasoning from director cases and failing to base duties on the employment contract.

Parties
Appellant: Jeremy Michael Ranson; Respondent: Customer Systems plc
Jurisdiction
England and Wales
Judgment Date
27 June 2012
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal allowed
Legal Topics
Fiduciary Duties, Contractual Duty of Fidelity, Employee Competition, Duty to Report Misconduct
Employment Law Company Law Fiduciary Duties Contractual Duty of Fidelity Employee Competition Duty to Report Misconduct

Case Brief

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Parties

Jeremy Michael Ranson

Appellant

Customer Systems plc

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether a senior employee owes fiduciary duties to his employer
  2. 2 Scope of contractual duty of fidelity
  3. 3 Obligation to report own misconduct or competitive activity

Ratio Decidendi

Mr Ranson, as an employee and not a director, owed no fiduciary duty to CS; his contractual duty of fidelity did not require reporting his own competitive activities or plans, nor did it prohibit preparing to compete after employment. The judge erred by reasoning from director cases and failing to base duties on the employment contract.

Court Disposition

Appeal allowed

Orders

  • No further quantum hearing required
  • Written submissions invited on precise order