Peter Glenn & Anor v Adam Walker & Ors

The claimants alleged a partnership or, alternatively, a joint venture between four individuals to carry on a renewable-asset origination and management business, and asserted fiduciary duties, unlawful means conspiracy and a derivative claim on behalf of Fifty Asset Management Limited. The court analysed whether a partnership existed within the meaning of s.1 of the Partnership Act 1890 and whether fiduciary obligations arose as incident to a joint venture. It applied established principles on partnership (including the need to show a business carried on in common with a view to profit and the significance of carrying on business through companies), and on when joint venturers owe fiduciary duties (the existence of trust and confidence plus an acceptance of discretionary decision-making on behalf of others).

The judge concluded there was no overarching partnership and no fiduciary duties between the individuals as alleged because the Business was carried on through corporate vehicles (FID, FIDRE and tranche vehicles) and there was no business "over and above" those companies. Even if a fiduciary joint venture had existed, the factual matrix did not show the requisite acceptance of discretionary control that would attract fiduciary obligations. The court also found that the claimant Mr Glenn precipitated the breakdown of the relationship by unauthorised attempts to withdraw funds (including £75,000 from FAM) and by secret monitoring of emails; the defendants' concerns were genuine. On that basis the court dismissed the personal claims for breach of fiduciary duty, unlawful means conspiracy and the derivative claim on behalf of FAM.

Background and parties: The claimants, Mr Peter Glenn and Mr Jonathan Slater, sued Mr Adam Walker, Mr Jeremy Dyer and Fifty Asset Management Limited. The claimants alleged they had formed an overarching partnership (the "Alleged Partnership") or a fiduciary joint venture with the first and second defendants in connection with a business aggregating small renewable-energy assets ("Project Coral"). They alleged exclusion from the business, diversion of opportunities, and sought equitable compensation, an account of profits, damages for unlawful means conspiracy and, on behalf of FAM, a derivative claim under Chapter 1 of Part 11 of the Companies Act 2006.

Nature of the proceedings / relief sought:

• Declaration and equitable compensation/damages/account of profits for alleged breach of fiduciary duties said to arise as partners or joint venturers;
• Damages for unlawful means conspiracy;
• Derivative claim by FAM for breaches of statutory duties (s.172 and s.175 Companies Act 2006) by directors.

Procedural posture: First instance trial before HHJ Cawson KC (sitting as a High Court judge). Hearing took place March–April 2025; judgment delivered 23 May 2025. Appellate history: Not stated in the judgment.

Key issues framed:

• Whether an express or implied partnership existed between the four individuals under s.1 Partnership Act 1890;
• If not, whether a joint venture arose that gave rise to fiduciary duties (and the scope of any such duties);
• The legal entitlement (if any) to sums following the Bayern refinancing and the nature of any entitlement under Wind Co 1's Articles (Articles 5.1–5.3);
• Whether, assuming fiduciary duties, the defendants breached them in excluding the claimants and diverting opportunities;
• Whether there was an unlawful means conspiracy; and
• Whether the derivative claim by FAM against the directors was made out.

Court's reasoning (concise):

• The Business was conducted through a series of companies (FID, FIDRE, FIDRE 2, Wind Co vehicles and FAM) and tax and commercial advice supported the corporate structure rather than a partnership carrying on business in common with a view to profit (citing the Partnership Act 1890 guidance and case law on when corporate structuring displaces partnership).
• Evidence that the parties intended an informal equal-sharing arrangement did not suffice to demonstrate a partnership within s.1 because substantial business activity was and remained conducted in corporate vehicles, profits and liabilities were allocated to those companies, and there were no partnership accounts or liabilities consistent with a partnership.
• Even if examined as a joint venture, fiduciary duties arise only where one participant accepts a role involving discretionary decision-making and is entrusted with control in a manner that generates a fiduciary expectation. The factual matrix did not show the control imbalance required (distinguishing authorities where fiduciary duties have been found) and therefore no fiduciary duties arose as alleged.
• On the critical factual sequence, the court found that Mr Glenn, having secretly monitored emails, attempted to extract funds and effectively precipitated the breakdown of the relationship on 15 February 2018. The defendants' subsequent conduct in informing Equitix and protecting commercial interests was not shown to be unlawful or to have breached fiduciary duties.
• Because no fiduciary breach was established, the unlawful means conspiracy claim (which relied on unlawful acts such as breach of fiduciary duty or defamatory/fraudulent representations) failed. The derivative claim by FAM also failed: the evidence showed deadlock at FAM and that conduct by the claimants contributed materially to the MSA's demise; Equitix acted on its independent commercial judgment.

Result: All claims failed at first instance and the claim was dismissed. The judge recorded that, if a narrow procedural point as to notice of certain shareholder meetings remained live, he would entertain further submissions on a discrete declaration, but his principal conclusion was dismissal.

The claim is dismissed. The judge held there was no overarching partnership within the meaning of s.1 Partnership Act 1890 and no fiduciary duties arose as an incident of a joint venture because the Business was carried on through companies and the factual matrix did not disclose the requisite entrustment of discretionary decision-making. The claimant Mr Glenn was found to have precipitated the breakdown of the relationship by unauthorised attempts to access funds and by covertly monitoring emails; the defendants' subsequent steps and their communications with Equitix were not established to be breaches of fiduciary duty or unlawful means. The derivative claim on behalf of FAM and the unlawful means conspiracy claim also failed on the facts.