Do business partners owe fiduciary duties? Key insights from the High Court.

In Glenn and another v Walker and others [2025], the High Court examined whether four businessmen had a partnership or a joint venture and whether fiduciary duties existed beyond their ordinary corporate duties as company directors.

The case is a cautionary tale for anyone going into business with others through multiple limited companies—and it features a striking twist: allegations of secret email hacking.

A fiduciary obligation is a legal duty to act in another party’s best interest with loyalty, honesty and good faith. If the court found it existed here, it could have potentially had far reaching consequences for directors and entrepreneurs conducting business through limited companies.

Background

Mr Glenn, Mr Slater, Mr Walker and Mr Dyer worked together via a network of companies, starting with Fifty ID Limited. Over time, they incorporated new companies and roles shifted. By 2018, relations had soured. Glenn suspected he was being deliberately excluded from the businesses and began covertly monitoring the other directors’ emails. Anticipating exclusion, he then unilaterally withdrew funds from one of the company accounts.

Glenn and Slater claimed the four had operated as a traditional partnership and owed one another fiduciary duties. They alleged Walker and Dyer breached those duties, namely by excluding them from the business and diverting opportunities. Walker and Dyer denied any partnership or joint venture existed, arguing duties were limited to those arising from directorships—and that they had not acted improperly.

The court’s decision

The claim was dismissed in its entirety. The court found that neither a joint venture nor a partnership existed and that no fiduciary duties were owed between the four entrepreneurs beyond the usual directors’ duties. Even if fiduciary duties had existed, the judge concluded that Walker and Dyer had not breached them.

The judgment also revealed that Glenn had secretly accessed the defendants’ emails without any legal basis—a move the judge described as dishonest. This revelation significantly undermined Glenn’s credibility and became a defining feature of the case. The court made clear that obtaining evidence by improper means will almost always backfire.

Why this matters for company directors

This case highlights several critical issues for entrepreneurs, business owners and directors:

Partnership vs. limited company

Many entrepreneurs assume that working together and sharing profits automatically creates a traditional partnership. Partnership status depends on a range of factors, including:

whether there is a written or implied agreement.
how the relationship is described in communications.
whether there is a partnership bank account.
the incorporation of limited companies, which can indicate an intention to avoid the fiduciary obligations which exist in a traditional partnership or joint venture.

If you intend to operate as a partnership or joint venture, document it clearly. If you intend to avoid partnership obligations, make that explicit.

Fiduciary duties are limited

Fiduciary duties rarely arise outside settled categories such as director-company or trustee-beneficiary relationships. Simply collaborating on a business venture does not automatically create fiduciary obligations. If you want certain duties to apply, then ensure they are written into a shareholders’ agreement or partnership agreement.

Self-help is sometimes no help at all

The case also serves as a warning about evidence gathering and pre-emptive movement of company assets. Glenn’s decision to hack into the defendants’ emails was described as dishonest and had serious consequences for his credibility. Directors should avoid any temptation to “self-help” through covert surveillance. Courts take a dim view of such conduct, and it can undermine even legitimate claims. Seek legal advice if you suspect your business partners are engaged in questionable activity. There are lawful means of seeking disclosure of documents that will not undermine your credibility. Glenn’s movement of money was one of the significant trigger events for the litigation. His self-help was self-destructive.

Practical takeaways

Document everything Use formal agreements to set out roles, profit-sharing, and decision-making processes. Prevention is better than cure and formal agreements reduce risk. We are repeatedly engaged by parties who would not be in dispute had they properly recorded the arrangement at the outset. If you find yourself in an undocumented profit-sharing arrangement, it’s not too late to document it whilst the relationship is on good terms.
Agree on exit strategies Plan for what happens if relationships break down. If you don’t and the worst happens, you will spend more on litigation than you would have on documenting for the “what if” scenarios.
Avoid improper evidence gathering: If you suspect wrongdoing, seek legal advice before taking any action.
Review governance regularly: As businesses grow, roles adapt and new companies are incorporated, revisit partnership and shareholder agreements to ensure they reflect reality.

When do the courts find fiduciary duties arise?

There is no hard and fast rule and the courts have adopted a degree of flexibility. Very generally, they can arise where there is a relationship of trust and confidence and an obligation of loyalty.

In Ross River Ltd v Waveley Commercial Ltd, the court considered whether fiduciary duties arose in a property development joint venture. Ross River Limited and Waveley Commercial Ltd agreed to collaborate on a project, with Waveley managing the venture and controlling all the funds. Ross River alleged that Waveley diverted money and failed to provide updates. Ross River said that the unusual degree of control which Waveley and its director, Mr Barnett, had over joint venture funds gave rise to fiduciary duties.

The court agreed because the arrangement involved a high degree of trust and reliance. Waveley exercised significant discretion over the venture’s finances, creating an obligation to act in Ross River’s best interests and avoid conflicts. Breaches of those duties occurred when Waveley failed to account properly and diverted funds without disclosure.

Fiduciary duties are more likely in informal business ventures which include a large degree of mutual trust and discretion than in structured corporate arrangements.

Need advice? Help is at hand

George Green LLP have litigators who can advise you on all aspects of business and partnership disputes and how to resolve situations where business partners are no longer speaking. If you are concerned about the conduct of your business partners or the existence of fiduciary obligations, contact our corporate disputes team using the details below:

George Gwynn (0121 269 5851 / ggwynn@georgegreen.co.uk)

Morgan Rees (0121 269 5855 / mrees@georgegreen.co.uk)