“Breach of the exclusivity of supply agreement will result in Genee World compensating Northamber with 25% of the lost revenue. Genee World to send annual audited accounts to Northamber and Northamber retains the right to audit Genee World within working hours should it believe the exclusivity has not been upheld.”
“An order or undertaking will not be enforced by committal if its terms are ambiguous, the rule being analogous to that which governs the interpretation of penal statutes. It is to the terms of the order itself that one must look in order to define the obligations imposed.”
“What was traditionally required was to demonstrate that the alleged contemnor’s conduct was intentional (in the sense that what he actually did, or omitted to do, was not accidental); and secondly that he knew the facts which rendered it a breach of the relevant order or undertaking. He must normally be shown at least in the case of a mandatory injunction to have been notified of its existence.” “[T]here is no need to go so far as to show that the respondent realised that his conduct would constitute a breach, or even that he had read the order. This means that liability for civil contempt has been treated as though it were strict; that is to say, not depending upon establishing any specific intention either to breach the terms of the order or to subvert the administration of justice”
“In our view where a company is ordered not to do certain acts or gives an undertaking to like effect and a director of that company is aware of the order or undertaking he is under a duty to take reasonable steps to ensure that the order or undertaking is obeyed, and if he wilfully fails to take those steps and the order or undertaking is breached he can be punished for contempt. We use the word ‘wilful’ to distinguish the situation where the director can reasonably believe some other director or officer is taking those steps.” “There must however be some culpable conduct on the part of the director before he will be liable to be subject to an order of committal … mere inactivity is not sufficient. … If there has been a failure to supervise or investigate or wilful blindness on the part of a director of a company his conduct can be regarded as being wilful.”
“an applicant for the committal of a company director who relies upon a breach by the company of an order or an undertaking must disclose in the committal application a case for the establishment of responsibility on the part of that director, either on the grounds of aiding and abetting or wilful failure totake reasonable steps to ensure that the order or undertaking is obeyed”
“I would also add that it is in my view a salutary discipline for any judge who is delivering or writing a judgment on a committal application to set out each relevant ground of a committal before proceeding to consider whether it is made out on the evidence to the criminal standard of proof.”
“In respect of each of the Grounds of contempt set out herein it is the Claimant’s case that the Second Defendant was the director of the First Defendant and was at all material times the controlling mind of the First Defendant and that the Second Defendant was aware of the10 September 2018 Order and the19 October 2018 Order and that a. he wilfully acted in breach of the said Orders when failing to do what was required by the Orders; and b. he wilfully acted in breach of the said Orders when doing what was prohibited by the Orders.”
“16. In my opinion, an audit is an independent examination and verification of the accounts of a company. To carry out such an audit, one would expect to have unrestricted access to all of the accounting records of the company. The starting point would usually be a backup of the company’s electronic accounting data (e.g. Sage, QuickBooks) and the bank statements, but would also involve examination of other underlying records, such as sales and purchase invoices, perhaps on a sample basis, perhaps by way of investigating specific transactions arising from an interrogation of the accounting data. Particulars of breach: “16. In my opinion, an audit is an independent examination and verification of the accounts of a company. To carry out such an audit, one would expect to have unrestricted access to all of the accounting records of the company. The starting point would usually be a backup of the company’s electronic accounting data (e.g. Sage, QuickBooks) and the bank statements, but would also involve examination of other underlying records, such as sales and purchase invoices, perhaps on a sample basis, perhaps by way of investigating specific transactions arising from an interrogation of the accounting data. 17. One cannot provide a definitive list in advance of everything that will be required to effect the audit, because the very nature of the audit is that the auditor seeks evidence to satisfy himself, as an independent person to the business, that the accounts are true and accurate, and with no prior detailed knowledge one cannot possibly produce a “detailed scoping document”
“Freezing orders and search and seizure orders are orders which are not uncommon these days. Where disclosure obligations are provided in orders, they are provided for a good reason. They are provided so that orders can be policed and/or so the claimants can be put in possession of information which they need. Where search and seizure orders are made, they are made because the interests of the claimant and of justice require it. The court can and should expect these orders to be obeyed without question by those upon whom they are served, and those who do not comply with those orders can expect little mercy from the court and can expect serious sanctions to be imposed upon them if they do not. The system simply will not work if people think that they can ignore court orders and destroy evidence, or remove materials from the scene to which claimants are entitled. Those who do so can expect terms of imprisonment …”
“A breach of a freezing order, and of the disclosure provisions which attach to a freezing order is an attack on the administration of justice which usually merits an immediate sentence of imprisonment of a not insubstantial amount”