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A businessman who accused the scientist inventors of an innovative and potentially highly lucrative ‘energy from waste’ process of reneging on their agreement to exploit it through his company has failed to convince the High Court that they violated their fiduciary duties and acted in breach of contract.
The businessman argued that the two inventors and a third eminent scientist had agreed in binding terms that the process would be patented in his company’s name. It was submitted that they had been de-facto directors of the company and thus owed duties to act in its best interests.
The scientists had in the event co-operated with another company which took steps to patent the process. The businessman, who had been left with a burning sense of grievance, launched proceedings, seeking the transfer of the relevant patents and patent applications to his company or at least joint ownership of the same.
However, in dismissing the claim, the Court found that no binding contract had been reached as to which company or what ownership structure would be put in place to carry forward the project. The businessman’s serious allegations of deliberate dishonesty against one of the scientists were rejected.
Also dismissing claims that the academics had breached their fiduciary duties, the Court found that they had never been de facto directors of the company, which had been under the businessman’s sole control at all material times. There had been a number of meetings between the businessman and the scientists, but they could not be viewed as having been in the nature of board meetings.