Imageview Management Ltd v Jack [2009] 2 All ER 666 (CA), [2009] 1 BCLC 724, [2009] 1 Lloyd's Rep 436, Times Law Reports, 24 March 2009
Fiduciary Duties - Agents
This case on fiduciary duties, in which Jonathan Lopian acted in the Court of Appeal for the Claimant / Appellant, concerned the duties owed by a football agent to his player. The player (J) was Trinidad and Tobago's international goalkeeper. The Claimant (C) was his agent. At the same time as negotiating for J to play for Dundee United FC, C agreed a deal that the club would pay it a fee for helping to obtain a work permit. C obtained the work permit, whereupon the club paid the fee. J signed with the club for 2 years and began paying the 10% commission under his agency contract with C. He stopped doing so about 1 year later when he discovered the work permit contract. C brought proceedings against J for unpaid agency fees. J counterclaimed the agency fees he had already paid as well as the fee for the work permit. The issue was whether an undisclosed side deal between C and the club constituted a breach of duty as agent. The principal issue was the effect of the side deal. C submitted that there was nothing improper in an agent, when acting for a principal, having a separate arrangement by which he might make a profit for himself provided that the separate arrangement was ‘collateral' to his agreement with his principal. There had to be a sufficient nexus between the agent / third party arrangement and the principal / agent relationship and in this case there was an insufficient nexus. In the event that a breach of duty was shown, the questions arose as to whether further agency fees were payable; whether the fees already paid were recoverable; whether J could recover all or some of the work permit fee received by C and whether there should be an equitable allowance to reflect the value of the work undertaken.
In reaching its decision, the Court of Appeal considered a large body of case law stretching back 140 years. The Judgment is an important addition to the law on agents and fiduciaries.