Key Facts
- •Etta Healthcare Limited (Etta), a healthcare recruitment company, alleged that four defendants conspired to steal its business.
- •The defendants included Etta's former managing director, Head of Nursing, Recruitment Consultant, and the sole director of Hive Resourcing Group Limited (Hive), a competing company.
- •Claims included unlawful means conspiracy, procuring breach of contract, breach of directors' fiduciary duties, breach of contract, misuse of confidential information, and breach of statutory database right.
- •Judgment in default was obtained against the former managing director and his wife due to non-disclosure.
- •Etta ceased trading after the alleged theft of its business and key employees.
- •Hive subsequently dissolved.
Legal Principles
Breach of Contract
Shareholders' Agreement, Higgins Contract, Gannon Contract
Procuring Breach of Contract
OBG Ltd v Allan [2008] 1 AC 1; Smith New Court Securities Ltd v Citibank NA [1997] AC 254; Northamber Plc v Genee World Ltd [2024] EWCA Civ 428
Misuse of Confidential Information/Breach of Duty of Confidence/Breach of 1997 Regulations
Seager v Copydex Ltd (No.1) [1967] 1 WLR 923; JN Daries Ltd v Johal Dairies Ltd [2009] EWHC 1331 (Ch); Coco v A N Clark Engineers Ltd [1969] RPC 41; First Conference Services Ltd v Richard Bracchi [2009] EWHC 2176 (Ch); Copyright and Rights in Databases Regulations 1997; Flogas Britain Ltd v Calor Gas Ltd [2013] EWHC 3060 (Ch)
Breach of Statutory Fiduciary Duties
Companies Act 2006, sections 171(b), 172, 173, 174, 175
Unlawful Means Conspiracy
Cuadrilla Bowland Ltd v Persons Unknown [2020] 4 WLR 29; Lonrho plc v Fayed [1992] 1 AC 448; The Racing Partnership Ltd v Sports Information Services Ltd [2021] Ch 233; Lakatamia Shipping Co Ltd v Nobu Su [2021] EWHC 1907 (Comm)
Damages Assessment
Lonrho plc v Fayed (No.5) [1993] 1 WLR 1489; British Midland Tool Ltd v Midland International Tooling Ltd [2003] 2 BCLC 523; Capita v Jonas Drivers [2012] EWCA Civ 1417
Outcomes
Claim for unlawful means conspiracy succeeded against Mr. Aimson, Mrs. Aimson, and Mrs. Higgins.
The court found sufficient evidence of a conspiracy to steal Etta's business and employees through the misuse of confidential information and breach of contract.
Claim against Ms. Gannon failed.
Insufficient evidence to establish her involvement in the conspiracy or other breaches.
Damages awarded against Mr. Aimson, Mrs. Aimson, and Mrs. Higgins.
£275,000 each for unlawful means conspiracy; Mr. Aimson also ordered to repay £58,909 in unlawfully paid dividends.