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Instant Access Properties Limited (in liquidation) v Mr Bradley John Rosser and 6 others

[2018] EWHC 756 (Ch)

Court: High Court
Date of Judgment: 13.04.18
Lance Ashworth QC, Matthew Morrison

On the facts of this case, Morgan J held that neither Mr Rosser nor Mr Moore (whom he found to have been shadow directors for certain purposes) were in breach of any fiduciary duty they might have owed to the company, neither was dishonest or fraudulent, and that whatever fiduciary duty might be imposed on them, it would not place upon them a liability to account for profits when a de jure director in the same position would have been relieved from such a liability.

This judgment shows that there can be no blanket rules for the duties owed by shadow directors (as the law now stands before in the exercise of the powers conferred by section 89 of the Small Business, Enterprise and Employment Act 2015, the Secretary of State makes regulations which define the duties of a shadow director).  Whether a particular shadow director owes fiduciary duties and the extent of those duties will be highly fact sensitive.

Lance Ashworth QC and Matthew Morrison represented Mr Rosser, the First Defendant.


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