![]() |
[Home] [Databases] [World Law] [Multidatabase Search] [Help] [Feedback] [DONATE] | |||||||||
England and Wales High Court (Queen's Bench Division) Decisions |
||||||||||
PLEASE SUPPORT BAILII & FREE ACCESS TO LAW
To maintain its current level of service, BAILII urgently needs the support of its users.
Since you use the site, please consider making a donation to celebrate BAILII's 25 years of providing free access to law. No contribution is too small. If every visitor this month gives just £5, it will have a significant impact on BAILII's ability to continue providing this vital service.
Thank you for your support! | ||||||||||
You are here: BAILII >> Databases >> England and Wales High Court (Queen's Bench Division) Decisions >> Hodgins v Squire Sanders LLP [2013] EWHC 2404 (QB) (01 August 2013) URL: https://www.bailii.org/ew/cases/EWHC/QB/2013/2404.html Cite as: [2013] EWHC 2404 (QB) |
[New search] [View without highlighting] [Printable RTF version] [Help]
QUEEN'S BENCH DIVISION
Strand, London, WC2A 2LL |
||
B e f o r e :
____________________
Patrick Hodgins |
Claimant |
|
- and - |
||
Squire Sanders LLP |
Defendant |
____________________
James Price QC (instructed by Squire Sanders LLP ) for the Defendant
Hearing dates: 26 June 2013
____________________
Crown Copyright ©
Mrs Justice Sharp :
"2 January 2013
Dear Sir
Letter Before Action
We are London solicitors for Solym Holdings Corporation of Marshall Islands and its subsidiary, Solym Carriers Limited of Gibraltar (the 'Company'), Mr Vassilios Hatzigiannis and Mr Nikolaos Paplios [sic] who are the Directors and Shareholders of the above companies (the 'Directors').
We write to notify you that we are instructed to commence concurrent actions in the High Court of Justice, Queen's Bench Division, Commercial Court and London Arbitration against you pursuant to your implied contract of employment with Solym Carriers Limited of Gibraltar (on behalf of the Company) and Mr Hatzigiannis and Mr Papalios (as Directors and on behalf of the Company) pursuant to the Shareholders Agreement dated 27 February 2012.
The Company's action against you is for breach of your fiduciary duties to the Company including, but not limited to, your duty to promote the success of the Company, your duty to act within powers, your duty to exercise reasonable care, skill and diligence as Director of the Company, your duty to avoid conflict of interest and your duty not to accept benefits from third parties. Further the Directors' claim against you for breach of Section 10 of the Shareholders Agreement dated 27 February 2012 which claim shall be commenced by way of London Arbitration pursuant to Clause 22 of the Shareholders Agreement.
We should be grateful if you would treat this as the Claimant's Letter Before Action pursuant to the Civil Procedure Rules of England and Wales. We should also be grateful if you would provide us by return with your preferred address for service of our clients' Claim Form and Notice of Appointment of Arbitrator.
All of our clients' rights remain fully reserved in the interim and all further correspondence in relation to this matter should be directed to this office.
We look forward to hearing from you.
Yours faithfully
Squire Sanders (UK) LLP"
i) Had placed himself in a position of conflict of interest and acted in grave breach of his fiduciary duties as a director of Solym Carriers Ltd; and
ii) Had while a director of that company accepted bribes or other improper benefits from third parties in return for acting in a manner detrimental to the company's interests.
The relevant principles for determining meaning and the range of permissible meanings
i) The court should give to the material complained of the natural and ordinary meaning which it would have conveyed to the ordinary reasonable reader reading the article (or viewing the programme) once.
ii) The hypothetical reasonable reader (viewer) is not naïve but he is not unduly suspicious. He can read between the lines. He can read in an implication more readily than a lawyer and may indulge in a certain amount of loose thinking, but is not avid for scandal and someone who does not, and should not, select one bad meaning where other non-defamatory meanings are available.
iii) While limiting its attention to what the defendant has actually said or written, the court should be cautious of an over-elaborate analysis of the material in issue.
iv) The reasonable reader does not give a newspaper item the analytical attention of a lawyer to the meaning of a document, an auditor to the interpretation of accounts, or an academic to the content of a learned article.
v) In deciding what impression the material complained of would have been likely to have on the hypothetical reasonable reader the court is entitled (if not bound) to have regard to the impression it made on them.
vi) The court should not be too literal in its approach.
vii) The hypothetical reader is taken to be representative of those who would read the publication in question.
The Defendant's submissions on meaning
The Claimant's submissions on meaning
Discussion