Background
Del Bosque Limited, a construction project-management company, sued its former director and employee Amir Shafie, his father Farshid Shafie, Rakesh Kumar Mal and Infinite ICT Limited. DBL alleged that Amir Shafie appointed and retained Infinite as its IT contractor without properly disclosing his father’s ownership and financial interest, and that the other defendants dishonestly assisted the resulting breaches of directors’ duties.
DBL also alleged that, while suspended, Amir Shafie instructed Mal to access its computer systems and copy a substantial volume of company data. Additional claims concerned an alleged unlawful-means conspiracy, a March 2024 email failure and credentials controlling DBL’s domain name. Amir Shafie was not permitted to advance an unpleaded whistleblowing defence and declined an opportunity to amend his defence.
The Court’s Holding
His Honour Judge Charman held that Amir Shafie breached his directors’ duties in connection with Infinite’s engagement, continued retention and payment, and again by procuring access to and extraction of DBL’s confidential data while suspended. The court refused relief under section 1157 of the Companies Act 2006 because the breaches were deliberate, culpable and objectively unreasonable.
Farshid Shafie dishonestly assisted breaches concerning the IT arrangement. Infinite and Mal were also liable for dishonest assistance, but only to the extent identified by the court. Mal’s copying of DBL data infringed DBL’s copyright, although the court declined to decide whether he committed offences under the Computer Misuse Act 1990 or Data Protection Act 2018. The conspiracy claim failed because DBL did not establish that Mal intended to cause it damage. Infinite was not responsible for the email outage, and the domain-credentials claim was abandoned after DBL accepted that Infinite did not possess them.
The judgment awarded DBL damages stated as £53,086.13 against Amir Shafie, £24,791.80 against Farshid Shafie, £8,792.01 against Infinite and £6,838.23 against Mal, with the latter awards jointly and severally recoverable with the corresponding liability of Amir Shafie. The recoverable data-extraction losses included £7,620 in investigation costs and £20,674.33 in legal costs relating to notification of and dealings with the Information Commissioner; claims for software expenses and management time failed.
Key Takeaways
- A director proposing a connected supplier must fully disclose all material facts about the relationship and financial interest; piecemeal or informal disclosure is insufficient.
- An individual director does not automatically have authority to instruct an IT contractor to copy company data, particularly while suspended and acting in a personal dispute with the company.
- Unauthorised copying can supply unlawful means for conspiracy, but conspiracy still requires proof that each alleged conspirator intended to cause the claimant damage.
Why It Matters
The decision illustrates the personal exposure that can arise when a director conceals a family connection to a company supplier and involves others in maintaining that arrangement. Third parties may face dishonest-assistance liability when their conduct helps the breach and is dishonest by the objective standards of ordinary decent people.
It also reinforces that suspected wrongdoing does not justify self-help extraction of company records. A director concerned about future litigation or regulatory issues must use lawful disclosure and reporting processes rather than procuring unauthorised access to confidential systems.