Clearview International Ltd & Ors v PWH Com Ltd & Ors

Clearview International Ltd & Ors v PWH Com Ltd & Ors

The directors (Hinett, Farnell, Woods) breached fiduciary duties by diverting company assets and opportunities, transferring the company database without authority, and incorporating a new company under the same name. The Espana shares and Blue Chip shares are held on trust for the company. Clearview has no direct claim. Relief is granted to the company including inquiries, declarations, injunctions, and orders for change of name. Claims by Clearview are dismissed.

Parties
Claimant: Clearview International Limited; Claimant: Armando Bragoli; Claimant: Steven McMahon; Defendant: PWH. Com Limited; Defendant: Darren Hinett; Defendant: John Farnell; Defendant: Mark Woods; Defendant: Polaris World Holidays Limited
Jurisdiction
England and Wales
Judgment Date
27 June 2008
Procedural Posture
Derivative Company and Shareholder Dispute / Judgment After Trial
Outcome
Claims by the company succeed in part; claims by Clearview dismissed; counterclaim for commission to be dealt with by inquiry; relief granted as outlined.
Legal Topics
Fiduciary Duties, Derivative Claims, Breach of Confidence, Database Rights, Corporate Opportunity, Directors' Duties, Constructive Trust, Company Names, Bank Mandate, Remedies
Company Law Equity and Trusts Intellectual Property Fiduciary Duties Derivative Claims Breach of Confidence Database Rights Corporate Opportunity +5 more

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Parties

Clearview International Limited

Claimant

Armando Bragoli

Claimant

Steven McMahon

Claimant

PWH. Com Limited

Defendant

Darren Hinett

Defendant

John Farnell

Defendant

Mark Woods

Defendant

Polaris World Holidays Limited

Defendant

Procedural Posture

Derivative Company and Shareholder Dispute / Judgment After Trial

Legal Issues

  1. 1 Whether directors breached fiduciary duties to the company
  2. 2 Whether company property (database, business opportunities) was misappropriated
  3. 3 Whether claimants could bring derivative claims

Ratio Decidendi

The directors (Hinett, Farnell, Woods) breached fiduciary duties by diverting company assets and opportunities, transferring the company database without authority, and incorporating a new company under the same name. The Espana shares and Blue Chip shares are held on trust for the company. Clearview has no direct claim. Relief is granted to the company including inquiries, declarations, injunctions, and orders for change of name. Claims by Clearview are dismissed.

Court Disposition

Claims by the company succeed in part; claims by Clearview dismissed; counterclaim for commission to be dealt with by inquiry; relief granted as outlined.

Orders

  • Inquiry as to loss from electronic banking facility dealings
  • Inquiry as to damages for incorporation of PWH. Com Limited