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29th August 2013

Agent ordered to disclose emails to former principal


29th August 2013

Agent ordered to disclose emails to former principal

A recent case* serves as a useful reminder to those in or embarking upon agency relationships to ensure ownership of information, particularly electronically stored information and data, is clearly documented and procedures are put in place for its transfer or destruction upon termination of the relationship.

The Facts

Fairstar, a Dutch shipping company, employed Mr Adkins as its CEO via a service company.  Fairstar was taken over by a rival in a hostile bid and Mr Adkin’s agency agreement was terminated.  Fairstar became involved in an investigation by the Norwegian stock exchange authorities and claimed it needed access to certain emails held by Mr Adkins during his time as CEO.

The Decision

Mr Adkins was ordered to provide Fairstar with access to the emails for the following reasons:

  • The former relationship between the parties was principal and agent
  • As a general rule, a principal is entitled to require production by the agent of documents relating to the affairs of the principal
  • The term “documents” includes material electronically held or stored and such material is in principle covered by the same rules of agency as paper documents
  • The question was not who “owned” the documents or their contents but that a principal has a right of access to information relating to its business.

Guidance for Business

With more information and data being held electronically, particularly in email form where it is often unfiled and difficult to identify, it is more important than ever for the relationship between agents and principals to be clearly thought through and documented to avoid any disputes during or upon termination of the relationship.  In particular. principals should consider the practicality of accessing electronically stored information and ensure it is retained by the agent for a reasonable period after the relationship ends.

*Fairstar Heavy Transport NV v Adkins and another [2013]. 

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