Directors of a company set up a competing company whilst they were still directors, and the later resigned their directorships. Former company sued for breach of fiduciary duty. Held:
· A director who intends to resign to start competing business must declare this intention as soon as it becomes ‘irrevocable’
Ø And that other members of board who know of this directors’ intention are also under duty of disclosure
· This clear from Item Software [2004]
· Thus directors were under duty to disclose their intention to set up competing business
Ø As they did not, liable for account of profits
