Inspired Education Online Limited v Tom Crombie
| Court | Chancery Division |
| Judge | Mrs Justice Joanna |
| Neutral Citation | [2025] EWHC 1236 (Ch) |
| Date | 20 May 2025 |
| Year | 2025 |
| Counsel | Ms Laura John Kc,Mr James Hart,Ms Anna Boase Kc,Ms Joyce Arnold |
Neutral Citation Number: [2025] EWHC 1236 (Ch)
Case No: BL-2023-000661
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
BUSINESS LIST (ChD)
Rolls Building
Fetter Lane
London, EC4A 1NL
20/5/2025
Before :
MRS JUSTICE JOANNA SMITH
Between :
INSPIRED EDUCATION ONLINE
LIMITED
Claimant
- and –
TOM CROMBIE
Defendant
Ms Laura John KC and Mr James Hart (instructed by Stephenson Harwood LLP) for the
Claimant
Ms Anna Boase KC and Ms Joyce Arnold (instructed by Howard Kennedy LLP) for the
Defendant
Hearing dates: 11-14, 17, 18 and 21 March 2025
- - - - - - - - - - - - - - - - - - - - -
APPROVED JUDGMENT
This judgment was handed down remotely at 10.00 am on 20 May 2025 by circulation to the
parties or their representatives by e-mail and by release to the National Archives.
Mrs Justice Joanna Smith:
1. These proceedings concern allegations of breach of warranty, breach of contract and
fraudulent misrepresentation in respect of a share purchase agreement entered into by the
parties on 15 November 2022 (the “SPA”) involving the acquisition by the Claimant
(“Inspired”) of the entire shareholding of My Online Schooling Ltd (“ MOS” or the
“Company”) from the Defendant (“Mr Crombie” or “the Defendant”).
2. Although not the only issue, at the heart of the case lies the parties’ strikingly different
interpretations of ten email exchanges (the “ Emails”) between Mr Crombie, the sole
director and Chief Executive Officer (“CEO”) of MOS and Mr Ewen Burgess (“Mr
Burgess”), Chief Operating Officer (“COO”) of MOS. In opening, Inspired described
the Emails, which were exchanged on work email accounts, as “highly offensive,
obscene, vulgar, racist, sexist and discriminatory”, whereas Mr Crombie described them
as “obviously jokey” exchanges or “banter” between long-standing close friends of 20
years, often intended as “an ironic comparison” between their own clean-living lifestyles
and those of some of their favourite movie characters, including characters in ‘The Wolf
of Wall Street’.
3. It is Inspired’s case that the Emails, whether independently or in combination, amount to
gross misconduct on the part of Mr Crombie for which he would have been liable to be
dismissed by MOS. Accordingly it contends that Mr Crombie was in breach of two
warranties given to Inspired in the SPA (relating broadly to the compliance with laws,
together with the lack of knowledge on the part of Mr Crombie of any dispute claim or
litigation, or circumstances likely to give rise to the same at the time of the SPA), and that
he fraudulently misrepresented the truth of those warranties to Inspired. It says that it
relied upon the warranties in entering into the SPA and that had it been aware of the
content of the Emails it would have walked away from the acquisition. It seeks
contractual damages by reference to the difference in value between the value of the MOS
shares as warranted and their true (distressed) market value at the time of completion of
the SPA.
4. In addition, Inspired alleges breach on the part of Mr Crombie of a non-compete clause in
the SPA by encouraging and supporting another employee in his plan to set up a rival
online school. Inspired claims by way of damages from Mr Crombie the legal costs that
it spent, but was unable to recover, in seeking to secure its confidential information that
had been downloaded by the departing employee and a colleague in connection with this
plan.
5. Inspired also seeks a declaration that by reason of Mr Crombie’s gross misconduct and/or
the breach of his non-compete provisions in the SPA there has been a TC Event of
Default (as defined in the SPA) and that the Deferred Cash Consideration payable to Mr
Crombie pursuant to the terms of the SPA has been “deemed agreed” at a specific figure.
6. Mr Crombie denies all of the allegations made against him and counterclaims for
declaratory or injunctive relief in respect of the mechanisms under the SPA for the
determination of Completion Accounts and of Deferred Cash Consideration.
1
Background to the Claim
7. I begin by setting out the (largely) uncontroversial background to the dispute. In so far as
there is a dispute on the facts, I shall deal with that dispute in connection with my
consideration of each of the elements of the claim and counterclaim.
Mr Crombie and MOS
8. Mr Crombie, originally a teacher with a decade of teaching experience in Scotland and in
New Zealand, founded MOS in 2016 to meet the needs of pupils who were unable to
attend school owing to mental health or special educational needs. However, from 2017
onwards MOS operated as a full curriculum online school, initially for pupils aged 10 to
16 and, latterly, for pupils aged from 6 to 18. By the time of the Covid 19 pandemic (the
“Pandemic”), MOS was flourishing and, as on-line learning became mainstream during
the Pandemic, pupil numbers quickly expanded from around 400 in the academic year
prior to the Pandemic to around 1,500 by July 2020. In March 2019 and July 2022
respectively, MOS expanded geographically establishing offices in Melbourne and in
Dubai to service these markets. Although there was a decline in pupil numbers
immediately following the Pandemic, by mid-2022 MOS had approximately 1000
registered pupils from around 80 different countries.
9. Between 2016 and 15 November 2022, Mr Crombie held 100% of shares in MOS and
acted as CEO. In the early days, Mr Crombie had a parent-facing role, but by early 2019
he had taken a step back from that role. He did not act as Headmaster or Principal of
MOS, a role that was held by Mr Euan MacLean (“Mr MacLean”). In or around
September 2021 Mr Crombie signed a contract with MOS recording his role as CEO and
setting out the terms of his employment with MOS. It is common ground that, by virtue
of the contractual relationship between MOS and Mr Crombie and Mr Crombie’s office
of director, there were mutual duties of trust and confidence between them and Mr
Crombie also owed fiduciary duties to MOS.
10. In 2019, Mr Crombie hired Mr Burgess, originally as Business Development Manager
and, from August 2021, as COO. Mr Burgess took on much of the work that Mr Crombie
had been doing before his arrival. Mr Burgess also signed a contract with MOS recording
his role and the terms of his employment. MOS had in place a number of internal policies
dealing, amongst other things, with disciplinary issues. The MOS Employee Handbook
contained provisions relating to gross misconduct. Mr Burgess was involved in keeping
these policies up to date.
11. In 2022, following growth in the number of pupils and teachers, MOS created three new
leadership roles, Executive Head, Head of Secondary and Head of Juniors. Following a
recruitment process, during which MOS was assisted by Ms Angela Fairs (“Ms Fairs”) of
Full Circle Education Consultancy (“Full Circle”), Mr Rob Leitch (“Mr Leitch”) was
appointed Executive Head. Subsequently, after final interviews involving both Mr Leitch
and Mr Crombie, Ms Roxanne Pearce (“Ms Pearce”) was appointed Head of Secondary.
Ms Sara Goyea (“Ms Goyea”) was appointed Head of Juniors.
Inspired
12. Inspired is part of the Inspired Group (the “Inspired Group”) which was established in
2013 by Mr Nadim Nsouli (“Mr Nsouli”), an entrepreneur with a private equity
2
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