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No post-resignation implied duty of confidentiality in director’s contract

Case briefing: Eurasian Natural Resources Corp Ltd v Judge

Facts

P was unhappy D had spoken to a person posing as a journalist about the company’s affairs. D said his contract of engagement included no specific or implied prohibition upon what he had done.

Decision

The court declined to imply a duty of confidentiality (presumably having failed to find an express one) because it did not hold such things to be the norm and because it would be difficult to operate in practice.

Principle

To make such a duty stick ensure it is defined and included in a director’s terms of engagement.

If you need help or advice on directors’ duties please contact Christopher on: +44 (0) 1534 632255 or email commercial@viberts.com.

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