Global Energy Horizons Corporation v Gray

Global Energy Horizons Corporation v Gray

The court found, on the balance of probabilities, that Mr Gray retained a secret beneficial interest in assets derived from his breaches of fiduciary duty, including a 51% interest in Chiloquin's 15% shareholding in Petrosound Ltd, a further 15% held via nominees, and a 51% interest in any international business exploiting the technology. The court held that these interests, as well as management and consultancy fees (apportioned to the extent causally connected to the breaches), are subject to a constructive trust in favour of GEHC. The court rejected Mr Gray's evidence as unreliable, found the alleged divestment in 2012 to be a sham, and held that GEHC is entitled to elect between...

Parties
Claimant: Global Energy Horizons Corporation; Defendant: Mr Robert Gresham Gray
Jurisdiction
England and Wales
Judgment Date
28 July 2015
Procedural Posture
Civil (fiduciary Duty, Account of Profits) / Judgment After Account and Enquiry
Outcome
Judgment for Claimant (GEHC); further directions on valuation and quantum reserved
Legal Topics
Fiduciary Duties, Constructive Trusts, Account of Profits, Tracing, Valuation of Assets, Remedies for Breach of Duty
Equity and Trusts Company Law Civil Procedure Fiduciary Duties Constructive Trusts Account of Profits Tracing Valuation of Assets +1 more

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Parties

Global Energy Horizons Corporation

Claimant

Mr Robert Gresham Gray

Defendant

Procedural Posture

Civil (fiduciary Duty, Account of Profits) / Judgment After Account and Enquiry

Legal Issues

  1. 1 Whether Mr Gray retained a beneficial interest in assets derived from breaches of fiduciary duty to GEHC
  2. 2 Whether benefits received by Mr Gray are subject to a constructive trust and account
  3. 3 Whether GEHC is entitled to proprietary or personal remedies for unauthorised gains

Ratio Decidendi

The court found, on the balance of probabilities, that Mr Gray retained a secret beneficial interest in assets derived from his breaches of fiduciary duty, including a 51% interest in Chiloquin's 15% shareholding in Petrosound Ltd, a further 15% held via nominees, and a 51% interest in any international business exploiting the technology. The court held that these interests, as well as management and consultancy fees (apportioned to the extent causally connected to the breaches), are subject to a constructive trust in favour of GEHC. The court rejected Mr Gray's evidence as unreliable, found the alleged divestment in 2012 to be a sham, and held that GEHC is entitled to elect between...

Court Disposition

Judgment for Claimant (GEHC); further directions on valuation and quantum reserved

Orders

  • Declaration that Mr Gray holds beneficial interests in Petrosound Ltd and related assets on constructive trust for GEHC
  • Order for account of profits and tracing into assets and proceeds