Foster Bryant v Bryant [2007] 2 BCLC 239

Director who has resigned his directorship may be liable under where after his resignation he exploits property of former company.

Property of former company may be either:

1. Business opportunity

2. Or information/trade secrets of former company

Business opportunity may constitute either:

1. Existing work carried out by company

   • I.e. where Defendant solicits customers of former company

   • This is an ‘intangible asset’ of former company

2. Or a ‘maturing business opportunity’

   • i.e. an developing opportunity which Defendant came across in his position of director, and which was thus property of company

Whether Defendant is liable for use of maturing business opportunity depends on:

1. Ripeness of opportunity

2. How long after resignation Defendant takes up opportunity

3. Circumstances of termination of Defendant’s directorship

Clear that Defendant was forced out of company by behaviour of other director. 

However here, given that Claimant was still a director at time of taking up opportunity he still had duty not to put himself in position of conflict whilst he remained director.

• This is case even though it was former company’s customers which approach him (and not vice-versa)

Had Defendant made any profit out of contract with other company, would have been liable to account for profits.