Out-Law News 2 min. read
31 Jul 2013, 10:09 am
Philip Adkins had worked for Fairstar Heavy Transport (Fairstar) as its chief executive having been contracted to do so through an agency company, Cadenza Management. Adkins lost his job as chief executive when Fairstar was bought over by a rival company.
While contracted by Fairstar Adkins had agreed a shipbuilding contract with a Chinese shipyard. A dispute has arisen as to the potential cost liabilities Fairstar faced under the terms of the contract and Fairstar has sought access to the contents of Adkins' emails from his time as its chief executive in order to get to the bottom of the issue. Fairstar said that its systems forwarded emails for Adkins to his Cadenza account when he worked as its chief executive and deleted the emails that it automatically deleted any copies.
Fairstar claimed that the contents of the emails held on Adkins' personal computer was its property and that it should be granted permission to both copy and inspect those communications. Adkins, though, claimed that the email contents should be classed as 'information' with no proprietary quality which Fairstar could claim ownership of.
Fairstar did not claim that the contents of the emails consisted of confidential information or that it owned the copyright or any other intellectual property subsisting in those communications.
High Court judge Mr Justice Edwards-Stuart ruled that the company had no right over the ownership of the email content and therefore rejected Fairstar's request for an independent inspection of Adkins' emails to take place. The judge said that there was nothing set out in case law in England and Wales that provides that there is a general proprietary right in the content of information.
However, the Court of Appeal has now overturned that ruling. It ruled that businesses do have a right to access email contents relating to its business affairs held by former workers who act as agents on their behalf. It said it was unnecessary to determine whether the contents of those emails could be classed as property or information with proprietary qualities.
"Emails and their content stored and held in the computer are, in my view, either documents or should be treated as documents, for the purposes of determining the scope of the legal incidents of the agency relationship that survive its termination," Lord Justice Mummery said in the Court of Appeal's ruling.
"In my judgment, the [High Court] judge ought to have made an order for inspection of the emails on the computer. He was not prevented from doing so by his conclusion that there was no proprietary right in the content of the emails. The absence of a proprietary right would not affect the legal right of the principal to an inspection and copying remedy against a former agent in respect of the emails. It was not necessary to decide the property issue in order to make the order for inspection or copying," he said.
The Court said that 'principals' in agency arrangements have a general right to access agents' documents relating to their business affairs. This, the judge said, was regardless of whether the documents are in paper or electronic form. Lord Justice Mummery applied this thinking to determine the outcome of Fairstar's appeal.
"The form of recording or storage does not detract from the substantive right of the principal as against the agent to have access to their content," the judge said. "Quite apart from the existence or non-existence of property in content, Mr Adkins was under a duty, as a former agent of Fairstar, to allow Fairstar to inspect emails sent to or received by him and relating to its business. The termination of the agency did not terminate the duty binding on Mr Adkins as a result of the agency relationship."
