Green v Rangers International Football Club Plc [2017] ScotCS CSIH_37 (22 June 2017)

Green v Rangers International Football Club Plc [2017] ScotCS CSIH_37 (22 June 2017)

The indemnity clause does not cover costs of defending criminal proceedings where the alleged criminality involved advancing personal interests rather than those of the companies of which the pursuer was chief executive; the acts alleged were not performed in the course of carrying out duties as chief executive but in furtherance of conspiracies predating employment; sensible businessmen would not have intended the clause to cover such circumstances.

Citation
[2017] ScotCS CSIH_37
Parties
Pursuer and Reclaimer: Charles Alexander Green; Defenders and Respondents: Rangers International Football Club Plc
Jurisdiction
Scotland
Judgment Date
22 June 2017
Procedural Posture
Civil Appeal / Reclaiming Motion (appeal) From Lord Ordinary's Decision
Outcome
Reclaiming motion refused; interlocutor of Lord Ordinary adhered to.
Legal Topics
Indemnity Clauses, Interpretation of Contracts, Employment Termination, Public Policy in Contract Enforcement
Contract Law Employment Law Corporate Law Indemnity Clauses Interpretation of Contracts Employment Termination Public Policy in Contract Enforcement

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Parties

Charles Alexander Green

Pursuer and Reclaimer

Rangers International Football Club Plc

Defenders and Respondents

Procedural Posture

Civil Appeal / Reclaiming Motion (appeal) From Lord Ordinary's Decision

Legal Issues

  1. 1 Interpretation of indemnity clause in compromise agreement
  2. 2 Scope of indemnity for criminal proceedings
  3. 3 Identification of 'The Rangers Football Club' in contract

Ratio Decidendi

The indemnity clause does not cover costs of defending criminal proceedings where the alleged criminality involved advancing personal interests rather than those of the companies of which the pursuer was chief executive; the acts alleged were not performed in the course of carrying out duties as chief executive but in furtherance of conspiracies predating employment; sensible businessmen would not have intended the clause to cover such circumstances.

Court Disposition

Reclaiming motion refused; interlocutor of Lord Ordinary adhered to.

Orders

  • No indemnity payable by respondent under clause 8.3 for costs of defending criminal proceedings.