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Simon Carroll considers the unlawful means conspiracy & the implications for sole director companies
- Covers the recent case of Lux Films v Fowler concerning the scope of unlawful means conspiracy where a director set up a separate company.
- Discusses issues of contractual compliance, alleged breaches of fiduciary duties, statutory director’s duties, contractual duties of fidelity and good faith, misuse of confidential information, and unlawful means conspiracy.
- Considers the wider implications of the case, and the re-clarification of unlawful means conspiracy for future business disputes.
The High Court has re-clarified the scope of unlawful means conspiracy, concluding that the criminal law principle does not apply, such that a director can indeed conspire with their own ‘one-man company’ for the purpose of the economic tort. This was its decision in Lux Films Ltd v Fowler [2026] EWHC 963 (KB), handed down on 24 April 2026.
This decision involved a media production company, but it is likely to be of relevance for directors and shareholders and businesses under their control more widely, regardless of sector, where there are issues around competition
