Global Energy Horizons Corp v Gray [2012] EWHC 3703 (Ch) (21 December 2012)

Global Energy Horizons Corp v Gray [2012] EWHC 3703 (Ch) (21 December 2012)

Mr Gray owed fiduciary duties to GEHC in relation to the AWS technology as a member of the deal team, breached those duties by taking a personal stake in RegEnersys without GEHC's fully informed consent, and GEHC did not acquiesce or consent to the exclusion from the business opportunity.

Citation
[2012] EWHC 3703 (Ch)
Parties
Claimant: Global Energy Horizons Corp; Defendant: Robert Gresham Gray
Jurisdiction
England and Wales
Judgment Date
21 December 2012
Procedural Posture
Commercial Chancery / Final Judgment After Trial
Outcome
Claim allowed in part; Mr Gray found to have breached fiduciary duty.
Legal Topics
Breach of Fiduciary Duty, Consent and Acquiescence, Business Opportunity, Shareholder Rights
Company Law Fiduciary Duties Commercial Law Breach of Fiduciary Duty Consent and Acquiescence Business Opportunity Shareholder Rights

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Parties

Global Energy Horizons Corp

Claimant

Robert Gresham Gray

Defendant

Procedural Posture

Commercial Chancery / Final Judgment After Trial

Legal Issues

  1. 1 Did Mr Gray owe fiduciary duties to GEHC in relation to AWS technology?
  2. 2 Did Mr Gray breach any fiduciary duties owed to GEHC?
  3. 3 Did GEHC give its fully informed consent to Mr Gray's conduct?

Ratio Decidendi

Mr Gray owed fiduciary duties to GEHC in relation to the AWS technology as a member of the deal team, breached those duties by taking a personal stake in RegEnersys without GEHC's fully informed consent, and GEHC did not acquiesce or consent to the exclusion from the business opportunity.

Court Disposition

Claim allowed in part; Mr Gray found to have breached fiduciary duty.

Orders

  • Mr Gray to account for profits obtained from RegEnersys relating to AWS technology to GEHC.
  • Further directions for quantification of GEHC's entitlement to profits.