News and Insights
No post-resignation implied duty of confidentiality in director’s contract
Briefing
|29 March 2017
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.
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