Foster Bryant Surveying Ltd v Bryant
Whether a former director is liable for exploiting an opportunity after resigning depends on the facts, and a director forced out of the company who later worked for a client was not liable.
Facts
Mr Bryant was a director of a surveying company, which got most of its business from one client. After a breakdown in relations with the other director, Mr Bryant was forced to resign. During his notice period, the client approached him and asked him to work for it directly after he left. He agreed, and the company lost the client's work. The company sued Mr Bryant for breach of fiduciary duty.
Legal principle
The Court of Appeal held that Mr Bryant was not liable. Rix LJ said that the question in such cases is whether the fiduciary has acted in a way that was a breach of loyalty to the company, and that the answer depends on the facts. Mr Bryant had not resigned to take the opportunity, but had been forced out, he had not sought the client's work, and he had done nothing disloyal during his notice period. The courts should be flexible in applying the strict rules to directors who resign.
Related cases on directors' duties: conflicts of interest
- Aberdeen Railway Co v Blaikie Brothers (1854) 1 Macq 461
- Bhullar v Bhullar [2003] EWCA Civ 424, [2003] 2 BCLC 241
- CMS Dolphin Ltd v Simonet [2001] 2 BCLC 704
- Cook v Deeks [1916] 1 AC 554
- Fulham Football Club Ltd v Cabra Estates plc [1994] 1 BCLC 363
- Guinness plc v Saunders [1990] 2 AC 663
- Imageview Management Ltd v Jack [2009] EWCA Civ 63, [2009] Bus LR 1034
- Industrial Development Consultants Ltd v Cooley [1972] 1 WLR 443
Studying company law? Our tutors help you understand and apply cases like this in essays, problem questions and exams. Request a quote or browse our law notes.
This summary is for study and revision and is not legal advice. Although our case summaries are checked for accuracy, we do not guarantee that they are free from errors or omissions. Always read the full judgment for the court's reasoning.
