Paul Clements v Adam Frisby
| Jurisdiction | England & Wales |
| Judge | Cawson |
| Judgment Date | 16 February 2023 |
| Neutral Citation | [2023] EWHC 320 (Ch) |
| Docket Number | Case No: BL-2021-MAN-000115 |
| Court | Chancery Division |
[2023] EWHC 320 (Ch)
HHJ Cawson KC
SITTING AS A JUDGE OF THE HIGH COURT
Case No: BL-2021-MAN-000115
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS IN MANCHESTER
BUSINESS LIST (ChD)
Manchester Civil Justice Centre
1 Bridge Street West,
Manchester M60 9DJ
Hugh Jory KC and Elisabeth Tythcott (instructed by Clarke Willmott LLP) for the Claimant
Giles Maynard-Connor KC and Stephen Connolly (instructed by TLT LLP) for the Defendant
Hearing dates: 16–20 January 2023
Approved Judgment
Remote hand-down: This judgment was handed down remotely at 10.00 am on Thursday 16 February 2023 by circulation to the parties or their representatives by email and by release to The National Archives.
HHJ Cawson KC:
Contents
| Introduction | 1 |
| Relevant individuals | 10 |
| Factual narrative | 11 |
| Inception of the idea behind In The Style in 2013 | 12 |
| The establishment of the business of In The Style | 43 |
| Further events going into 2014 and up to the 2020 LBA | 64 |
| The 2020 LBA and subsequent events | 75 |
| Relevant events following the issue of the present proceedings | 81 |
| Mrs Devine's evidence as to Mr Clements seeking to bribe her | 90 |
| Mr Clements' case | 109 |
| Legal basis of the claim | 110 |
| Mr Clements' case on the facts | 123 |
| Mr Frisby's case | 139 |
| Correct approach to the evidence | 158 |
| Is Mr Clements' case established on the facts? | 171 |
| Overall conclusion | 221 |
Introduction
The central issue in this case concerns whether the Defendant, Adam Frisby (“ Mr Frisby”), has made unlawful misuse use of a business plan alleged to have been conceived in 2013 by the Claimant, Paul Clements (“ Mr Clements”), for the sale online of cheap ‘ fast fashion’ items to younger women through collaboration with reality TV celebrities and the use of social media such as Instagram (“ the Alleged Business Plan”).
The business in question, alleged to have been established and carried on through the misuse by Mr Frisby of the Alleged Business Plan, is known as ‘ In The Style’. Until a floatation in March 2021, the business was carried on by Mr Frisby through a company incorporated on 27 November 2013 with company number 08792519, known as In The Style Fashion Limited (“ the Company”).
The share capital of the Company is now held by The Style Group Plc (“ TSG”). TSG was incorporated on 4 March 2021 and admitted to the Alternative Investment Market (“ AIM”), shortly thereafter and contemporaneously with a public offer of shares therein which raised approximately £125 million.
The formal announcement of intention to float on AIM dated 1 March 2021 included the following description of the business of the Company attributed to Mr Frisby, who was described as “Founder and Chief Executive Officer of In The Style”:
“I am so proud of the business In the Style has become. We are a fast-growing e-commerce womenswear fashion brand with an innovative influencer collaboration model. Since our launch back in 2013, we have strived to do things differently by ensuring we empower our customers to be brave, embrace body confidence and, most of all, love themselves for who they are. We work closely with social media influencers and celebrity partners who align with our brand values to design and launch authentic collections that are then sold through our proprietary In the Style app, e-commerce website, and selected B2B partners. Our collaboration model creates a strong customer connection, drives highly efficient customer acquisition marketing metrics, and gives us exposure to a broad range of customers.”
Mr Clements' case is that the Alleged Business Plan was revealed by him to Mr Frisby in confidence, and that Mr Frisby effectively conspired, together with a friend, Jessica Devine (née Ward) (“ Mrs Devine”), to steal the idea behind the Alleged Business Plan from Mr Clements, and to then mislead Mr Clements as to what he and Mrs Devine were up to and to cover their tracks by creating a false narrative as to the circumstances behind the establishment of the In The Style business to be relied upon if Mr Clements should assert a claim.
The essence of Mr Clements' case is that:
i) In early 2013, he conceived and developed the Alleged Business Plan and came up with the name “In the Style” for the business, which it was intended would be incorporated in a company to be formed by Mr Clements.
ii) Through the involvement of Mrs Devine, Mr Frisby was introduced to Mr Clements, who engaged Mr Frisby in the task of testing and activating the Alleged Business Plan.
iii) Mr Clements committed money to the venture in the sum of approximately £10,000, which was paid in cash to Mrs Devine to be invested in the remuneration of Mr Frisby (£200 per week), the acquisition of cheap fashion wear from suppliers and the creation of a website.
iv) Mr Clements orally and fully disclosed the Alleged Business Plan to Mr Frisby as an essential element in the exercise with which Mr Frisby was entrusted, including the business name, the ideas for advertisement, promotions and marketing and the identity of potential suppliers.
v) Mr Frisby, through Mrs Devine, falsely or wrongly told Mr Clements that the Alleged Business Plan had no future as a result of which he did not concern himself with what Mr Frisby might have been up to, and it was only in late 2016 that he discovered the misuse that had been made of the Alleged Business Plan by Mr Frisby, before intimating a claim in correspondence in December 2020 that Mr Frisby had taken advantage of the position obtained by him and developed the Alleged Business Plan through his own company rather than in accordance with what had been agreed.
Mr Frisby, on the other hand, contends that the claim itself is a fraudulent and dishonest claim based upon a false narrative that Mr Clements knows to be untrue. The essence of his case is that:
i) In or around May 2013, he and Mrs Devine were inspired by, amongst others, ‘Want That Trend’, an online business which sold women's clothing online through a website, and discussed doing something similar.
ii) From about June 2013, Mr Frisby has worked tirelessly in the creation, development, growth and success of the Company and its business and has done so without any input or involvement of Mr Clements.
iii) Mr Frisby met Mr Clements only once when he and Mrs Devine approached Mr Clements to ask if he would consider investing £10,000 in their venture, but he was not interested. Mr Clements did not invest, did not speak to Mr Frisby ever again and did not discuss the venture in any great detail with Mrs Devine after the meeting.
iv) Nothing was heard from Mr Clements until December 2020 when he first asserted his false and fraudulent claim after the proposed floatation of the business had been mentioned in the press.
This judgment is concerned with issues of liability as directed to be tried by the Order of HHJ Cadwallader dated 10 June 2022.
Mr Clements was represented by Mr Hugh Jory KC and Ms Elisabeth Tythcott, and Mr Frisby was represented by Mr Giles Maynard-Connor KC and Mr Stephen Connolly. I am grateful to them for their helpful written and oral submissions and for their assistance during the course of the trial.
Relevant Individuals
The following individuals are of particular relevance to the factual narrative:
Factual Narrative
| Name | Description |
| Turgay Ayanoglu (“ Mr Ayanoglu”) | A businessman and alleged clothing supplier to Mr Clements. He made a witness statement on behalf Mr Clements dated 11 August 2022 that was not ultimately relied upon following technical difficulties in him giving remote evidence. |
| David Bell (“ Mr Bell”) | A jeweller with alleged celebrity connections and friend of Mr Clements. |
| Darren Clarke (“ Mr Clarke”) | Director of Malbern Windows and husband of Mrs Clarke. Known to both Mr Clements and Mrs Devine, and a witness on behalf of Mr Clements having made a witness statement dated 22 November 2022. |
| Leila Clarke (“ Mrs Clarke”) | Wife of Mr Clarke and friend of Mrs Devine. |
| Mr Clements | The Claimant. Mr Clements gave oral evidence, and made witness statements dated 4 November 2022 and 22 November 2022, the latter witness statement being updated on 9 December 2022 with additional contents. |
| Jamie Corbett (“ Mr Corbett”) | Partner of Mr Frisby, and employee of the ‘In The Style’ business. |
| Charlotte Crosby (“ Ms Crosby”) | Reality TV celebrity (Geordie Shore) and clothing collaborator with ‘In The Style’ |
| Mrs Devine | Friend and initial business partner of the Defendant in ‘In The Style’. In a personal relationship with Mr Clements until late 2013. Witness for Mr Frisby, having made witness statements dated 1 November 2022 and 25 November 2022. |
| Chloe Ferry (“ Ms Ferry”) | Reality TV celebrity (Geordie Shore). Ms Ferry made a witness statement dated 25 November 2022 on behalf of Mr Frisby, but was not called as a witness. |
| Mr Frisby | The Defendant. Mr Frisby gave oral evidence, and made witness statements dated 31 October 2022 and 17 January 2023. |
| Neil Hamilton (“ Mr Hamilton”) | Chauffeur to Mr Bell. Gave evidence on behalf of Mr Clements having made a witness statement dated 2 November 2022. |
| Chris Jones (“ Mr Jones”) | Businessman and alleged clothing supplier to Mr Clements. Made a witness statement on behalf of Mr Clements dated 25 October 2022, which was not challenged by Mr Frisby. |
| Victoria Molyneux (“ Ms Molyneux”) | Businesswoman and founder of ‘Want That Trend’. Witness summoned by Mr Clements to give evidence, but not ultimately called to do so. |
| Gareth Todd (“ Mr Todd”) | Friend of Mr Frisby and early investor in ‘In The Style’ in February 2014. |
| Leigh Wright (“ Mr Wright”) | Criminal Solicitor of Mr... |
To continue reading
Request your trial
-
Aymes International Ltd v Nutrition 4U B.v
...Holdings Inc [1989] 1 QB 842 British Overseas Bank Nominees Ltd v Analytical Properties Ltd [2015] EWCA Civ 43 Clements v Frisby [2023] EWHC 320 (Ch) Davis v Spalding (1974) 231 E.G. 373 Grant v Cigman [1996] 2 B.C.L.C. 25 Hare v Nicoll [1966] 2 QB 130 Homepace Ltd v Sita South East Ltd ......