Fiduciary duties are usually imposed on directors, and sometimes
those just below board level. They include legal obligations not to
set oneself up so there is a conflict of interest between the
director and employer, not to profit from one's position at the
employer's expense, and to disclose one's own
Mr Ranson was a divisional manager with responsibility for a
team of technicians. Shortly before leaving his job at Customer
Systems (CS) to set up his own company, he canvassed work in
competition and didn't tell CS what he was doing. These two
facts gave rise to a High Court claim based on breach of fiduciary
duty which the company argued was implied into his contract of
The question was whether fiduciary duties – usually
found in directors' contracts – can apply to
employees. The High Court said that they could and that Mr Ranson
had acted in breach.
The Court of Appeal disagreed. It suggested that the trial
judge's decision had been influenced by an analysis of the law
on directors' fiduciary duties.The correct approach in
determining the duties owed is to look at the employee's
employment contract. Mr Ranson's contract simply required him
to do his job faithfully and with an implied duty of trust and
confidence. That fell short of a fiduciary duty.
So Mr Ranson was not bound to tell his employer what he was
planning. And he was perfectly entitled to start a competing
business after leaving CS.
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In October 2012, the Court of Appeal confirmed that a Service Provision Change ("SPC") TUPE transfer can only occur where the client who receives the service, before and after the change, remains the same (Hunter v McCarrick  EWCA Civ 1399).