Titanium Capital Investments Limited & Anor v Jonathan Hughes & Ors

Titanium Capital Investments Limited & Anor v Jonathan Hughes & Ors

Defendants (JH, HGL, MSDL, LB) carried on the partnership business post-dissolution, derived profits from partnership assets and business connexions (notably Acon), and failed to account to the partnership and PM. Statutory and equitable duties to account persist post-dissolution. Claimants breached fiduciary duties by holding undisclosed profit interests in Newfoundland and diverting business opportunities. Defendants liable for account of profits under s.29 and s.42 Partnership Act 1890, knowing receipt, and unlawful means conspiracy. Dishonest assistance claim fails due to lack of objective dishonesty.

Parties
Claimant: Titanium Capital Investments Limited; Claimant: Philip Falzon Sant Manduca; Defendant: Jonathan Hughes; Defendant: Hughes Group Limited; Defendant: Medical Supplies Direct Limited; Defendant: Lyn Hughes (nee Blyth); Defendant: Berkeley Health Limited; Third Party: Orarin Falzon Sant Manduca; Fourth Party: Frederick Falzon Sant Manduca; Fifth Party: Newfoundland Diagnostics Limited; Sixth Party: Michael Hodnett; Seventh Party: NeuroCED Limited
Jurisdiction
England and Wales
Judgment Date
20 March 2025
Procedural Posture
Commercial/partnership / First Trial Judgment (liability and Core Findings, Quantum and Remedies Reserved for Trial 2)
Outcome
Liability established for account of profits under Partnership Act 1890 sections 29 and 42, knowing receipt, and unlawful means conspiracy. Dishonest assistance and breach of trust claims fail. Quantum and remedies reserved for Trial 2.
Legal Topics
Fiduciary Duties, Account of Profits, Partnership Dissolution, Business Connexion, Knowing Receipt, Dishonest Assistance, Unlawful Means Conspiracy, Breach of Trust, Breach of Shareholders Agreement
Partnership Law Commercial Law Equity Company Law Fiduciary Duties Account of Profits Partnership Dissolution Business Connexion +5 more

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Parties

Titanium Capital Investments Limited

Claimant

Philip Falzon Sant Manduca

Claimant

Jonathan Hughes

Defendant

Hughes Group Limited

Defendant

Medical Supplies Direct Limited

Defendant

Lyn Hughes (nee Blyth)

Defendant

Berkeley Health Limited

Defendant

Orarin Falzon Sant Manduca

Third Party

Frederick Falzon Sant Manduca

Fourth Party

Newfoundland Diagnostics Limited

Fifth Party

Michael Hodnett

Sixth Party

NeuroCED Limited

Seventh Party

Procedural Posture

Commercial/partnership / First Trial Judgment (liability and Core Findings, Quantum and Remedies Reserved for Trial 2)

Legal Issues

  1. 1 Whether post-dissolution profits from business carried on by defendants are subject to account under Partnership Act 1890 sections 29 and 42
  2. 2 Whether claimants and defendants breached fiduciary duties pre- and post-dissolution
  3. 3 Whether claimants had a secret profit interest in Newfoundland Diagnostics Limited

Ratio Decidendi

Defendants (JH, HGL, MSDL, LB) carried on the partnership business post-dissolution, derived profits from partnership assets and business connexions (notably Acon), and failed to account to the partnership and PM. Statutory and equitable duties to account persist post-dissolution. Claimants breached fiduciary duties by holding undisclosed profit interests in Newfoundland and diverting business opportunities. Defendants liable for account of profits under s.29 and s.42 Partnership Act 1890, knowing receipt, and unlawful means conspiracy. Dishonest assistance claim fails due to lack of objective dishonesty.

Court Disposition

Liability established for account of profits under Partnership Act 1890 sections 29 and 42, knowing receipt, and unlawful means conspiracy. Dishonest assistance and breach of trust claims fail. Quantum and remedies reserved for Trial 2.

Orders

  • Further hearing to determine form of order and directions for Trial 2
  • Time for appeal runs from conclusion of further hearing