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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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I have a business partner who owns 50% of my company, he is

Resolved Question:

I have a business partner who owns 50% of my company, he is jeopardising my business and has been sending emails to his personal email address from his work email. He has also logged into his personal email address from a computer I own, can I legally check his personal emails address for concern about the safety of my company?
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I will assist you.
Is he a director of your company?
Does he have access to commercially sensitive information?
Kind regards
AJ
Customer: replied 1 year ago.

Yes he is a director and yes he has access to sensitive data regarding the company

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Do you have a shareholders agreement or a partnership agreement?
The issue is you cannot go snooping into his emails for anything that is marked personal. That said if you are partners and he is director then he is causing the following issues:
- He is potentially in breach of S.171- 177 of the Companies Act 2006 if he is acting in conflict of interest, siphoning of business opportunities to another business, failing to disclose his interest;
- He is also potentially in breach of your partnership if you have a partnership agreement or shareholders agreement.
Other than these emails is there anything else he has done that leads you to believe he is stealing opportunities from the company?
kind regards
AJ
Customer: replied 1 year ago.

There is a memorandum of arts in place and he has recently been looking for other investment without telling me to dillute my shareholdings

He has also run a competition with a magazine and has not delivered the prize to the winner which is causing me great cause for concern, as our companies reputation is at stake.

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
He cannot dilute your shares without passing special resolution, so he would need your consent to give up your pre emption rights. If you have already given up your pre emption rights, he would still need a board resolution, again your consent to make the allotment.
Can you actually carry on working with him in the future? What would you like to achieve? Do you want to buy him out?
In relation to his other company, you could insist that he either stops or resigns as a director form your company on the basis that it is a conflict of interest under S.177 of the Companies Act 2006. If he refuses as a last resort you could sue him for breach of his director duties as a derivative claim under S.260 of the Companies Act 2006.
As a starting point are you able to have a face to face discussion with him and determine whether you want to even carry on in business with him? Also would he be prepared to sell his shares to you?
Kind regards
AJ
Customer: replied 1 year ago.

So what is the law if he is sending business emails to his personal account and also sending business emails from his personal account. He has logged into my work computer to his personal email and thus it gives me automatic entry to his account. Is there anything to say that due to his past antics that I have a right to access those emails in order to protect my business 1) for protection, 2) for potential litigation purposes if we were to sue him against the companies act for breach of the memorandum articles. He is current being dissolved to 25% equity.

Customer: replied 1 year ago.
Relist: Incomplete answer.
Expert:  Ash replied 1 year ago.
Hello my name is ***** ***** I will help you.
I see you have relisted this - what else is it you would like to know?
Customer: replied 1 year ago.

Hi Alex, what I would like to know do I have a case to check my business partners personal emails if, 1) he is sending himself emails from his work email, 2) he is using that personal email for business purposes, 3) he has logged into his personal email through my computer and 4) he has tried to dillute us without telling us he was speaking to other investors?

Expert:  Ash replied 1 year ago.
Can you check personal emails no. That is a breach of Data Protection Act. If he is using works computer/email address then potentially you have a claim.
You can do several things:
1) Seek a Court order for disclosure, so you can view his emails. You would need to complete forms N1:
http://hmctsformfinder.justice.gov.uk/courtfinder/forms/n001-eng.pdf
And N244:
http://hmctsformfinder.justice.gov.uk/courtfinder/forms/n244-eng.pdf
The Court can then make an order for disclosure.
Or you can seek an injunction stopping from contacting competitors and disclosure of emails. You would need to complete forms N1 and N16a
http://hmctsformfinder.justice.gov.uk/courtfinder/forms/n016a-eng.pdf
In both cases the court would issue a claim and list the matter for hearing.
Can I clarify anything for you about this today please?
Alex
Customer: replied 1 year ago.

So in the case that I believe my business partner who has access to sensitive company data who is sending this information from his work email to his personal email address does not give me just cause to check his personal emails?

Expert:  Ash replied 1 year ago.
No. You need a Court order.
Does that help?
Alex
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience: Solicitor with 5+ years experience
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