Case Law Article: IMG Data Limited v Perform Content Services Limited Raises Questions on Inducing Breach of Contract and Unlawful Means Conspiracy

Introduction

The case law summary of IMG Data Limited v Perform Content Services Limited provides an account of a legal dispute in the High Court of Justice concerning allegations of contract breaches and unlawful means conspiracy. This case raises intriguing questions regarding the tort of inducing breach of contract and the scope of unlawful means conspiracy in the context of unique contractual relationships and the applicability of foreign law.

Key Facts

IMG Data Limited (Claimant) possesses exclusive data collection rights at certain stadium events and alleges that Perform Content Services Limited (Defendant) operates a network of unofficial data collectors at these events. Claimant holds an agreement for exclusive data rights with various football leagues, which both parties had vied for. The Defendant has not contested this and is assumed to understand the agreements and the exclusive nature of Claimant’s rights.

The Claimant brought an action against the Defendant for the tort of inducing breaches of contract and for unlawful means conspiracy, wherein scouts deployed by the Defendant violated terms of tickets or ground regulations that are binding under the local laws of the countries where football matches occurred.

Legal Principals

The case primarily revolves around the principles of “inducing breach of contract” and “unlawful means conspiracy.”

Inducing Breach of Contract

The decision from OBG v Allan [2008] AC 1 is central, outlining an essential element of this tort where liability arises as an accessory to the primary liability of a third-party breach of contract. The pivotal part examines whether the Claimant’s entitlement to sue must stem from being a contractual party or if holding a third-party beneficiary status under foreign laws could suffice in supporting a claim.

Despite a lack of precedent for a third-party beneficiary successfully claiming inducing breach of contract in English law, His Honour Judge Cadwallader finds the point arguable. The specifics of foreign law and the third-party beneficiary concept are deemed matters of fact requiring expert evidence. The court highlights that if foreign law allows a third-party beneficiary to sue for breach of contract, this could theoretically support a tort of inducing breach of contract under English law.

Unlawful Means Conspiracy

The case of Kuwait Oil Tanker Co SAK v Al-Bader [2000] 2 All ER (Comm) 271 helps outline the unlawful means conspiracy, which encompasses the combination or conspiracy to undertake unlawful action intended to damage the claimant, resulting in such intended damage. The concept demands further legal examination, mainly to distinguish the ‘instrumentality’ and ‘dealing’ requirements.

The Defendant argued for a ‘dealing requirement’, analogous to the tort of causing loss by unlawful means, stating there was no interference with the Claimant’s contractual relations. However, the court does not view this requirement as essential to establishing unlawful means conspiracy, and differentiates instrumentality—reflecting the direction of intent and causation of harm—from the dealing requirement.

Outcomes

His Honour Judge Cadwallader dismissed the application to strike out the Claimant’s claim or grant summary judgment on the claim. He emphasized that the case presents arguable points of law that would be best examined and elucidated upon at trial after facts are fully established.

Conclusion

The judgment in IMG Data Limited v Perform Content Services Limited illustrates the complexities involved when foreign contractual law intersects with English torts of inducing breach of contract and conspiracy by unlawful means. The court’s decision not to strike out the claim or grant summary judgment signifies a willingness to explore whether the status of a third-party beneficiary under foreign laws can suit the tort of inducing breach of contract. Additionally, it emphasizes that in the distinct tort of unlawful means conspiracy, the lack of a “dealing requirement” suggests broader applicability based upon intent and injury, thereby warranting a full trial to scrutinize the facts and applicability of legal principles. This decision opens the door for further legal analysis and development upon these matters, especially when considering the role of foreign laws on domestic tort claims.