Etta Healthcare v Steven Aimson & Ors

The claimant, a start‑up healthcare recruitment business, alleged that senior personnel and a newly incorporated company (Hive) conspired to strip the claimant of its business by unlawfully obtaining and using its database and confidential information. The court addressed claims in unlawful‑means conspiracy, procuring breach of contract, misuse of confidential information, infringement of database right under the Copyright and Rights in Databases Regulations 1997, breaches of employment contract covenants (including post‑termination restraints and database clauses) and breaches of statutory directors’ duties under the Companies Act 2006 (ss.171, 172, 173, 174 and 175).

The judge found that the First Defendant (Mr Aimson), the Fourth Defendant (Mrs Aimson) and the Second Defendant (Mrs Higgins) had conspired such that the claimant lost its business. The court held that Mr Aimson had downloaded the claimant’s database and that the information was used to benefit Hive; that Mrs Higgins acted disloyally while employed and thereafter; and that Mrs Aimson participated in and assisted the formation and operation of Hive. The unlawful‑means conspiracy was established against those three defendants and the claimant was awarded damages. The claim against the Third Defendant (Ms Gannon) failed.

Background and procedural posture. Etta Healthcare Ltd was incorporated in October 2019 as a joint venture between two investor directors and Mr Steven Aimson (managing director). Etta built a database of clients and candidates using JobAdder. Hive Resourcing Group Ltd was incorporated in February 2021 with Mrs Aimson as sole director and shareholder. The claimant issued proceedings alleging a coordinated plan by the defendants to divert Etta’s business to Hive by unlawful means. Defences of Mr and Mrs Aimson were struck out for failure to comply with disclosure orders; judgment in default was entered against them on liability with damages to be assessed at trial. The remaining defendants acted in person.

Nature of the claim and relief sought. Etta sought damages only (no interlocutory injunctions). Causes of action included unlawful‑means conspiracy, procuring breach of contract, breach of directors’ duties, misuse of confidential information, infringement of database right (Reg. 16 of the Database Regulations) and contractual breaches (including post‑termination covenants and a database policy).

Issues framed by the court.

• Whether the Database belonged to Etta, whether a substantial investment gave rise to database right, and whether it was extracted and re‑utilised by defendants.
• Whether Mr Aimson and others breached fiduciary, contractual and equitable duties and whether those unlawful acts supported an unlawful‑means conspiracy.
• Whether the post‑termination restraints and confidentiality/database clauses were enforceable or void as restraints of trade, and whether any waiver or estoppel applied.
• Causation and quantum of loss: valuation of the lost business, loss of chance and recoverable damages (including unlawful dividends).

Decision and reasoning (concise). The judge accepted contemporaneous documentary evidence and inferences drawn therefrom over explanatory accounts relied on by some defendants. The Database was held to be the claimant’s confidential asset produced by substantial investment and capable of database protection. The court found that on 8 February 2021 Mr Aimson downloaded the Database and that information was used to benefit Hive. Mrs Higgins acted disloyally while employed and thereafter and participated in setting up Hive; Mrs Aimson assisted formation and resourcing of Hive. Those acts constituted breaches of contract, breaches of fiduciary and equitable duties and infringements of database right and collectively supported an unlawful‑means conspiracy. Ms Gannon was found not to have been party to the combination and the conspiracy claim against her failed; she was treated as recruited late and misled about the company’s future. On quantum the judge rejected an expansive loss‑of‑chance approach based on five‑year EBITDA projections and, applying a valuation approach informed by an accountant’s report and allowing further adjustments, awarded damages for conspiracy of £275,000 jointly and severally against each of Mr Aimson, Mrs Aimson and Mrs Higgins, and ordered Mr Aimson to repay unlawful dividends of £58,909.25. The claim against Ms Gannon was dismissed.

First instance: The court found that the claimant succeeded on its unlawful‑means conspiracy claim against the First Defendant (Mr Steven Aimson), the Fourth Defendant (Mrs Kimberley Aimson) and the Second Defendant (Mrs Rebecca Higgins). The judge concluded that the Database was downloaded by Mr Aimson and misused to the benefit of Hive, that Mrs Higgins acted disloyally and participated in Hive, and that Mrs Aimson assisted Hive’s formation and recruitment. The court awarded damages for conspiracy in the sum of £275,000 (joint and several liability between those three defendants) and ordered repayment to the claimant by Mr Aimson of unlawful dividends totalling £58,909.25. The claim failed against the Third Defendant (Ms Róisín Gannon), which was dismissed.