Christopher Gary Hoole v Meredith Charles Limited & Ors
[2024] EWHC 525 (Comm)
Expert Tooling and Automation Limited v Engie Power Limited
26 March 2024
[2024] EWHC 374 (Ch)
High Court
A company (Claimant) bought electricity from a supplier (Defendant) through a broker (UW). The broker got a secret commission, but the company knew *something* was being paid. The court ruled that the company couldn't sue the supplier because they knew about commissions and should have asked for details; the claim was also too late and the supplier didn't act dishonestly.
Key Facts
- •Expert Tooling and Automation Limited (Claimant) entered into 5 energy supply contracts with Engie Power Limited (Defendant) through an energy broker, Utilitywise plc (UW), which later went into administration.
- •The contracts included a commission paid by the Defendant to UW, increasing the claimant's unit cost significantly.
- •The Claimant was aware of the commission but not its amount or that it was added to their bill.
- •The Claimant sued the Defendant for the commission element, alleging accessory liability to UW's breach of fiduciary duty and inducement of contract breach.
- •The claim regarding the first contract (dated 8 February 2016) was brought outside the 6-year limitation period.
Legal Principles
Fiduciary duties of an agent
Bristol and West Building Society v Mothew [1996] 4 All ER 698
Scope of fiduciary duties; half-secret commission
Medsted Associates Ltd v Cannaccord Genuity Wealth (International) Ltd (2019) EWCA Civ 83; Hurstanger v Wilson [2007] 4 All ER 1118; FHR European Ventures LLP v Mankarious (2011) EWHC 2308 (Ch)
Limitation Act 1980, sections 5, 32, 36
Limitation Act 1980
Accessory liability; dishonesty requirement
Twinsectra Ltd v Yardley (2002) UKHL 12; Fiona Trust & Holding Corporation v Privalov (2010) EWHC 3199 (Comm)
Inducement of breach of contract
OBG Ltd v Allan (2007) UKHL 21
Outcomes
Claim dismissed regarding the contract dated 8 February 2016 due to being statute-barred.
The claim was brought more than six years after the cause of action accrued, and the claimant failed to establish deliberate concealment to postpone the limitation period.
Claim for accessory liability dismissed.
The Defendant did not act dishonestly, a necessary element for accessory liability.
Claim for inducing breach of contract dismissed.
The claimant failed to demonstrate the Defendant intended to procure a breach of contract by UW.
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