Mennell & Anor v Stock & Ors

An oral agreement concerning the use of a business telephone number is construed objectively. Where the agreement gives one party exclusive use of a number attached to an account, it may also require the account holder to cede control of that account as between the contracting parties. A breach of contract may constitute unlawful means for the tort of interference with business, even where the injured business was not party to the contract. Liability for procuring a breach of contract requires a relevant contract and knowledge of that contract by the alleged procurer.

The claimants sought relief arising from the suspension and diversion of two mobile telephone numbers by the first and second defendants. The first claimant alleged an oral agreement that he would retain one number and pay its bills after the second defendant ceased trading. The second claimant alleged interference with its business. The claimants also alleged that the defendants had procured a breach of contract between the claimants and T-Mobile.

The court tried the preliminary issue of liability for breach of contract, interference with trade, and procuring a breach of contract. Remedies were left for a later hearing.

1. Oral agreement. The first claimant proved, on the balance of probabilities, an oral agreement made in about August 2004. Objectively construed, the agreement gave him exclusive use of mobile number 07956 in return for paying the associated bills. The first defendant made the agreement both personally and on behalf of the second defendant.
2. Scope and duration. The agreement was not limited to the duration of the intended continuing business relationship. As the number existed as an adjunct to the account held in the second defendant’s name, the agreement also required the defendants, as between themselves and the first claimant, to cede control and use of that account. Instructions to suspend or divert numbers 07956 and 07985 therefore breached the agreement.
3. Interference with business. The first defendant knew that the numbers were used in the second claimant’s business and intended to injure that business by instructing T-Mobile to suspend and divert them. A breach of contract can amount to unlawful means for the tort of interference with business, notwithstanding the effect on privity of contract. The court adopted the conclusion stated in Rookes v Barnard [1964] AC 1129 and held the first and second defendants liable to the second claimant.
4. Procuring breach of contract. The T-Mobile account remained in the second defendant’s name. The first claimant’s ability to give instructions resulted from ostensible authority to act for that company, not from a contract with him or the second claimant. Even if a contract with T-Mobile had arisen, there was no evidence that the defendants knew of it. The claim for procuring a breach of contract therefore failed.
5. The first and second defendants were liable to the first claimant for breach of the oral agreement and to the second claimant for interference with business by unlawful means. Counsel were directed to agree the terms of the order.