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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
