Gardner Aerospace Holdings Ltd & Anor v Upton [2026] EWHC 555 (Ch) (20 March 2026)

Gardner Aerospace Holdings Ltd & Anor v Upton [2026] EWHC 555 (Ch) (20 March 2026)

Mr Upton breached his fiduciary duties as director of GAH and GGL by lobbying for refusal of the Transaction, seeking to influence government and politicians against the interests of the company, and failing to keep the board informed of material communications, thereby acting for a collateral purpose and not in good faith for the benefit of the company. The court's findings are strictly limited to breach of duty; causation and quantum are to be determined at a later stage.

Citation
[2026] EWHC 555 (Ch)
Parties
Claimant: Gardner Aerospace Holdings Limited; Claimant: Gardner Group Limited; Defendant: Mr Antony John Upton
Jurisdiction
England and Wales
Judgment Date
20 March 2026
Procedural Posture
Civil (breach of Fiduciary Duty) / Judgment on Liability (breach of Duty Only); Causation and Quantum Deferred
Outcome
Claimants succeed on breach of duty; causation and quantum reserved for later determination.
Legal Topics
Director's Fiduciary Duties, Breach of Employment Contract, National Security and Investment Act 2021, Corporate Governance, Remedies for Breach of Duty
Company Law Employment Law National Security Law Director's Fiduciary Duties Breach of Employment Contract National Security and Investment Act 2021 Corporate Governance Remedies for Breach of Duty

Case Brief

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Parties

Gardner Aerospace Holdings Limited

Claimant

Gardner Group Limited

Claimant

Mr Antony John Upton

Defendant

Procedural Posture

Civil (breach of Fiduciary Duty) / Judgment on Liability (breach of Duty Only); Causation and Quantum Deferred

Legal Issues

  1. 1 Whether Mr Upton breached his fiduciary duties as director of GAH and GGL
  2. 2 Whether Mr Upton breached his employment contract with GGL
  3. 3 Whether Mr Upton's conduct in relation to the NSIA process and communications with third parties was improper or unauthorised

Ratio Decidendi

Mr Upton breached his fiduciary duties as director of GAH and GGL by lobbying for refusal of the Transaction, seeking to influence government and politicians against the interests of the company, and failing to keep the board informed of material communications, thereby acting for a collateral purpose and not in good faith for the benefit of the company. The court's findings are strictly limited to breach of duty; causation and quantum are to be determined at a later stage.

Court Disposition

Claimants succeed on breach of duty; causation and quantum reserved for later determination.

Orders

  • Declaration that Mr Upton breached his fiduciary duties as director of GAH and GGL and his employment contract with GGL.
  • Directions for further hearing on causation and quantum.