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Foster Bryant v Bryant [2007] 2 BCLC 239

By Oxbridge Law TeamUpdated 04/01/2024 07:05

Judgement for the case Foster Bryant v Bryant

  • Defendant was director of surveying company. The other director (and majority shareholder) sacked Defendant’s wife from company; as result Defendant resigned his directorship.

  • However before Defendant’s resignation took effect, company who had previously contracted with surveying company approached Defendant to ask him to work for them. Defendant agreed.

When is Resigning Director Liable?

  • Director who has resigned his directorship may be liable under where after his resignation he exploits property of former company.

  • Property of former company may be either:

    1. Business opportunity

    2. Or information/trade secrets of former company

  • Business opportunity may constitute either:

    1. Existing work carried out by company

      • I.e. where Defendant solicits customers of former company

      • This is an ‘intangible asset’ of former company

    2. Or a ‘maturing business opportunity’

      • i.e. an developing opportunity which Defendant came across in his position of director, and which was thus property of company

  • Whether Defendant is liable for use of maturing business opportunity depends on:

    1. Ripeness of opportunity

    2. How long after resignation Defendant takes up opportunity

    3. Circumstances of termination of Defendant’s directorship


  • Clear that Defendant was forced out of company by behaviour of other director. 

  • However here, given that Claimant was still a director at time of taking up opportunity he still had duty not to put himself in position of conflict whilst he remained director.

    • This is case even though it was former company’s customers which approach him (and not vice-versa)

  • Had Defendant made any profit out of contract with other company, would have been liable to account for profits.

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For Further Study on Foster Bryant v Bryant

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1071 purchased

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805 total pages
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