Worldspreads Ltd v Foley

Judgment

His Honour Judge Richard Seymour Q.C. :

Introduction

The claimant company, WorldSpreads Ltd. ( “the English Company” ) is presently in special administration. It was originally incorporated under the name Share Spread UK Ltd. on 15 September 2003. It changed its name to its present name on 3 December 2003. The English Company was and is a subsidiary of a company incorporated in the Republic of Ireland with company number 340357 ( “the Irish Company” ). The Irish Company was originally incorporated on 15 March 2001 under the name Leisure Spread Ltd. It was re-registered as a public company on 1 August 2007 and changed its name to WorldSpreads Group plc. The Irish Company is currently in liquidation.

The defendant, Mr. Conor Foley, was involved in the formation of the Irish Company. From the formation of the Irish Company Mr. Foley was Chief Executive Officer ( “CEO” ) of that company until he resigned on 13 March 2012.

By an agreement ( “the Service Agreement” ) in writing dated 25 July 2007 and made between the Irish Company (called, in the Service Agreement, the “Company” ) and Mr. Foley (called, in the Service Agreement, the “Executive” ) Mr. Foley agreed to serve the Irish Company upon the terms of the Service Agreement. Those terms included:-

“ 2.1 During the continuance of his employment and without prejudice to the Executive’s implied duty of fidelity, the Executive will:

2.1.1 serve the Company as Chief Executive Officer and as a director of the Company and of such Group Companies as are notified to the Executive by the Board from time to time;

2.1.2 carry out such duties and exercise such powers in relation to the Company or any Group Company as may from time to time be assigned to or vested in him by the Board;

2.1.3 …

2.1.4 declare to the Board any interest he may have (directly or indirectly) in any proposed transaction or arrangement with the Company or any Group Company, as soon as practicable and in any event before such transaction or arrangement is entered into;

2.1.5 well and faithfully serve the Company and any Group Companies to the best of his ability and carry out his duties in a proper and efficient manner;

2.1.6 use his best endeavours to promote, and at all times act in the best interests of the Company and any Group Company;

…

3.1 Subject to the other provisions regarding termination contained in this Agreement, this Agreement will commence on the Commencement Date and will continue for an initial period of o