Celebrity Speakers Ltd v David Daniel
| Jurisdiction | England & Wales |
| Judge | Jason Beer |
| Judgment Date | 25 August 2023 |
| Neutral Citation | [2023] EWHC 2158 (KB) |
| Court | King's Bench Division |
| Docket Number | Case No: QB-2021-002807 |
[2023] EWHC 2158 (KB)
Jason Beer KC
(Sitting as a Deputy Judge of the High Court)
Case No: QB-2021-002807
IN THE HIGH COURT OF JUSTICE
KING'S BENCH DIVISION
Royal Courts of Justice
Strand
London
WC2A 2LL
Mark Stephens (instructed by McBride Wilson & Co) for the Claimant
Frances Hoar (instructed by Fitz Solicitors) for the Defendants
Hearing dates: 20 th April 2023, with further written submissions on 27 th and 28 th April 2023
APPROVED JUDGMENT
This judgment was handed down remotely at 10.30am on 25th August 2023 by circulation to the parties or their representatives by e-mail and by release to the National Archive.
Jason Beer KC (Sitting as a Deputy Judge of the High Court):
A. Introduction
Having breached a raft of Orders of the Court, the Defendants' statement of case was struck out, judgment was entered for the Claimant on liability, and a series of directions were made giving the Defendants limited participatory rights in the remedies hearing which was listed before me.
This judgment accordingly concerns the remedies which the Claimant, Celebrity Speakers Limited (“CSL”), should be granted in its claim against the Defendants — David Daniel, a former director of CSL, who with Andrew Leighton-Pope, set up D & A Associates (“D&A”) in competition with CSL as a speaker bureau.
B. The Facts
The relevant people and organisations, and the duties that they owed
CSL
CSL was incorporated in 1983 and has operated since then as a speaker bureau. A speaker bureau is an organization which facilitates the searching and booking of professional speakers for corporate events and conferences for clients requiring motivational or keynote speakers, celebrity appearances, or conference facilitators.
A speaker bureau will typically create and maintain a database of personalities from diverse fields such as politics, sports, business, television, education, and comedy. The staff at the speaker bureau often initiate an introduction between speakers and clients and support both parties thereafter. A speaker bureau helps both the client and the speaker negotiate a fee.
CSL itself built up and maintained a confidential database of information concerning both its clients and its speakers (“ the Confidential Database”). More particularly, it contained information concerning:
a. All of CSL's clients, including their principal contact names, e-mail addresses and mobile telephone numbers, alongside details of all of their past and proposed bookings, their budgets and the prices charged and to be charged to them by CSL;
b. All of CSL's speakers, including information about past and future bookings (and the amounts charged on each occasion), together with information about their fee expectations.
CSL's Managing Director was at all relevant times Sandra Krywald.
Mr Daniel
Mr Daniel was recruited by CSL in 1996 and, as will be seen, came to be employed by CSL for some 25 years. He was habitually the best performing Sales Consultant for CSL, developing close working relationships with clients and speakers. He was appointed as the dedicated manager for one of CSL's most important speakers, Bruce Dickinson — a singer, and best known as the lead vocalist of the band Iron Maiden.
In 2015 Mr Daniel was appointed as a statutory director of CSL and at the same time promoted to Director of UK Sales Strategy under the terms of a Service Agreement dated 16 th April 2015 (“ the Service Agreement”). Reflecting the seniority of his position within CSL, his importance to the business, and his appointment as a statutory director of CSL, the Service Agreement contained a number of covenants that sought to protect CSL's business and its confidential information.
Pursuant to Clause 13.1 of the Service Agreement, Mr Daniel was prohibited, without the prior written approval of CSL from:
“…[being] directly or indirectly engaged, concerned or [having] any financial interest in any capacity in any other business, trade profession or occupation (or the setting up of any business, trade, profession or occupation).”
Pursuant to Clause 13.2 of the Service Agreement (and notwithstanding Clause 13.1), Mr Daniel was permitted to:
“…hold an investment by way of shares or other securities of not more than 5% of the total issued shared capital of any company…where such company does not carry on a business similar to or competitive with any business for the time being carried on by [CSL]…”
By Clause 14 of the Service Agreement Mr Daniel owed a series of additional obligations to protect and not to misuse CSL's confidential information, including client lists, prices charged to clients by CSL, fees charged by speakers and any private or ex-directory telephone number of any speaker or client – all of which were contained in the Confidential Database. Thus:
a. Pursuant to Clause 14.1 of the Service Agreement Mr Daniel was prohibited as follows:
“…[Mr Daniel] shall not…either during the Appointment or at any time after termination of the Appointment (howsoever arising):
(a) Use any confidential information; or
(b) Make or use any Copies; or
(c) Disclose any Confidential Information to any person, company or other organisation whatsoever.”
b. Pursuant to Clause 14.2 of the Service Agreement Mr Daniel was: “…responsible for protecting the confidentiality of the Confidential Information and shall:
i. Use his best endeavours to prevent the use or communication of any Confidential Information by any person, company or organisation except in the proper course of his duties, as required by law or as authorised by [CSL]; and
ii. Inform [CSL] immediately upon becoming aware, or suspecting, that any such person, company or organisation knows or had used any Confidential Information.”
c. Pursuant to Clause 14.3 of the Service Agreement:
“All Confidential Information and Copies shall be the property of [CSL] and on termination of the Appointment, or at the request of [CSL], at any time during the appointment, [Mr Daniel] shall:
(a) Hand over all Confidential Information or Copies to the Managing Director…
(c) Provide a signed statement that he has complied with his obligations under this Clause 14.”
Mr Daniel additionally agreed that he would not, for a period of 9 months after the termination of his employment:
“(a) Solicit or endeavour to entice away from [CSL]…the business or custom of a Restricted Client with a view to providing goods or services to that Restricted Client in competition with any Restricted Business, nor
(b) Be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business”
A “Restricted Business” was defined in the Service Agreement as “…the provision or engagement or supply of or the making of any arrangement for or the recruitment and management or any individual or group/s of individuals to speak or to perform (by whatsoever means) at any meeting or event or the provision of any advice with respect to the foregoing.”
A “Restricted Client” was defined in the Service Agreement as “…any firm, company or person who, during the 12 months before termination, was a Client or prospective Client of or was in the habit of dealing with [CSL]…with whom [Mr Daniel] had contact or about whom he became aware or informed in the course of his employment.”
Mr Daniel was issued by CSL with a user name and password that enabled him to have access to the Confidential Database for the purpose of undertaking his duties for CSL.
Mr Leighton-Pope
Mr Leighton-Pope is a longstanding friend of Mr Daniel. Mr Daniel introduced Mr Leighton-Pope to work for CSL as a sub-agent in May 2018. His main role was to contact promoters for Mr Dickinson's spoken-word events, and assist Mr Daniel – as required – in relation to these bookings. He received 5% of the commission earned by CSL in respect of each booking.
Mr Leighton-Pope was not given a username or password to access the Confidential Database, nor was he ever permitted to access the Confidential Database by CSL. CSL pleads, and therefore it is established for the purposes of this judgment (as to this: see paragraph 38 et seq. below) that Mr Leighton-Pope (and D&A) have gained access to the Confidential Database using Mr Daniel's username and password.
No written contract existed between Mr Leighton Pope and CSL – there was, for example, no equivalent to the Service Agreement. However, CSL pleads, and it is therefore established for the purposes of this judgment, that:
a. There existed a commercial relationship between them, which relationship required a high degree of communication and co-operation with an expectation of loyalty in which the parties owed a duty to conduct themselves in good faith and fairly with one another;
b. There existed a relational contract under which Mr Leighton-Pope was obliged to refrain from conduct which, in the relevant context, would be regarded as commercially unacceptable by reasonable and honest people.
c. Mr Leighton-Pope was obliged, whether under an implied tern, in equity or in tort, not to use, exploit or disclose to any third-party confidential information belonging to CSL that came into his control during his engagement with CSL.
D&A
D&A was incorporated on 26 th November 2020 (the name “D&A” is seemingly a reference to the first letters of the forenames of Mr Daniel (namely David) and Mr Leighton-Pope (namely Andrew)). It is also a speaker bureau.
Companies House records list Mr Leighton-Pope as its sole director. CSL pleads, and therefore it is established for the purposes of this judgment, that Mr Daniel is in fact a shadow director of D&A (i.e., a person who has significant influence over the company's affairs without...
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