HENRY WILLIAMS LIMITED v STEVEN ADRIAN COTTON & Anor

HENRY WILLIAMS LIMITED v STEVEN ADRIAN COTTON & Anor

Mr Cotton and Mr Herron, while directors and employees of the Claimant, breached fiduciary and contractual duties by concealing negotiations with SNIC SAS, passing confidential information (including pricing and customer details), facilitating SNIC UK's setup, and enabling SNIC to undercut and replace the Claimant...

Source-derived case information.

Parties
Claimant: Henry Williams Limited; Defendant: Steven Adrian Cotton; Defendant: Rubicon Consultants Limited; Defendant: Alan Herron
Jurisdiction
England and Wales
Judgment Date
16 June 2022
Procedural Posture
Civil Commercial / Liability Trial (quantum Reserved)
Outcome
Claimant succeeds on liability; Defendants found liable for breach of fiduciary duty, breach of contract, conspiracy, and dishonest assistance. Quantum reserved.
Legal Topics
Breach of Fiduciary Duty, Breach of Contract, Conspiracy, Dishonest Assistance, Knowing Receipt, Confidential Information, Restrictive Covenants, Director Duties, Employee Duties, Account of Profits, Equitable Compensation
Company Law Employment Law Equity and Trusts Contract Law Tort Law Breach of Fiduciary Duty Breach of Contract Conspiracy +8 more

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Summary, issues, holding and outcome

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Parties

Henry Williams Limited

Claimant

Steven Adrian Cotton

Defendant

Rubicon Consultants Limited

Defendant

Alan Herron

Defendant

Procedural Posture

Civil Commercial / Liability Trial (quantum Reserved)

Legal Issues

  1. 1 Did Mr Cotton and/or Mr Herron pass confidential information of the Claimant to SNIC?
  2. 2 Were Mr Cotton and Mr Herron involved in SNIC SAS's decision to terminate the Claimant as UK distributor, and did this constitute breach of fiduciary duty or contract?
  3. 3 Did Mr Cotton and Mr Herron conspire to procure the termination of the Claimant's distributor status or prevent negotiation with SNIC SAS?

Ratio Decidendi

Mr Cotton and Mr Herron, while directors and employees of the Claimant, breached fiduciary and contractual duties by concealing negotiations with SNIC SAS, passing confidential information (including pricing and customer details), facilitating SNIC UK's setup, and enabling SNIC to undercut and replace the Claimant as UK distributor. Their actions, including deletion of evidence and concealment of shareholdings via Rubicon, were deliberate and dishonest. Rubicon dishonestly assisted by holding shares as nominee to conceal Mr Cotton's interest. The Claimant did not commit a repudiatory breach by investigating Mr Cotton's computer use. Liability is established; quantum is reserved.

Court Disposition

Claimant succeeds on liability; Defendants found liable for breach of fiduciary duty, breach of contract, conspiracy, and dishonest assistance. Quantum reserved.

Orders

  • Claimant to elect between account of profits and equitable compensation/damages.
  • Further directions to be given for quantum trial.