IT Human Resources Plc v Land
2014
CHANCERY DIVISION
United Kingdom
CORAM
- MR JUSTICE MORGAN
Areas of Law
- Contract Law
- Intellectual Property Law
- Corporate Law
- Civil Procedure
2014
CHANCERY DIVISION
United Kingdom
CORAM
AI Generated Summary
ITHR sued Mr. Land for copyright infringement and breach of fiduciary duty for providing its software, Interact, to Nationwide without official permission. Mr. Land claimed he had oral permission, a claim the court rejected. The court found that his actions constituted copyright infringement and breaches of fiduciary duty, and ruled that the claims were not statute-barred due to Mr. Land's deliberate concealment of the facts.
Judgment
Mr Justice Morgan:
Introduction
This is a claim by a company against a former director. The claim concerns computer software. The Defendant accepts that the copyright in at least some of the software was owned by the company. He also accepts that, while a director, he provided the software to another company. The Claimant says that the Defendant thereby infringed its copyright in the software and also committed various breaches of his fiduciary duty as a director. The principal issue at the trial was whether the Defendant had the permission of the Claimant to act as he did. Most of the alleged acts of infringement took place more than six years before this claim was brought. The Defendant says that the claim is statute barred but the Claimant replies that the limitation period was extended pursuant to section 32 of the Limitation Act 1980 , by reason of deliberate concealment by the Defendant.
The parties
The Claimant is IT Human Resources plc (“ITHR”) which was incorporated on 24 November 1998. The original directors were Mr Gallagher and Mr Land, the Defendant. At all times since November 1998, Mr Gallagher has been the Chief Executive Officer of ITHR. Mr Land was said to be a “part-time employee” of ITHR from April 2004. He was appointed a non-executive director of ITHR on 27 March 2008 for a period of 3 years from 1 April 2008. He resigned as a non-executive director of ITHR by notice dated 9 May 2011, taking effect on 9 June 2011.
Initially, Mr Gallagher had 90% and Mr Land had 10% of the issued shares. In around February 1999, Mr Land’s 10% shareholding was split so that he retained 5% of the shares and the other 5% was owned by Ms Lawrence. ITHR commenced trading in April 1999 and has since that time carried on the business of a recruitment agency specialising in personnel who provide information technology services.
On 1 April 2010, the shares in ITHR were acquired by a holding company, ITHR Group plc, and Mr Gallagher, Mr Land and Ms Lawrence in turn acquired shares in ITHR Group plc. On 2 July 2013, Mr Land and Ms Lawrence petitioned the court under section 994 of the Companies Act 2006 for an order that Mr Gallagher and/or Mr Mee (another director of ITHR Group plc) and/or ITHR Group plc do purchase their shares in ITHR Group plc. That petition is due to be heard in December 2014.
For many years before 1998, and since that time, Mr Land has been an IT consultant and computer programmer. In 1994, he and Ms Lawrence, his personal