EMJ Plastics Limited v Mekina Industries Limited, Ian Baggaley and Mark Johnson
| Judge | Recorder Douglas Campbell KC, sitting as a Judge of the High Court |
| Hearing | 22 to 25, 29 and 30 June and 1 July 2026 |
| Judgment | 17 August 2026 |
| Court | High Court of Justice, Business and Property Courts of England and Wales, Intellectual Property List (ChD), Rolls Building, London |
| Jurisdiction | England & Wales |
| Claimant | EMJ Plastics Limited |
| Defendants | Mekina Industries Limited, Ian Baggaley and Mark Johnson |
| Case reference | IL-2024-000145 |
Summary
EMJ designs and manufactures permanent glass reinforced plastic formwork panels for bridge decks. Two senior employees left in early 2022 and later built a competing business with a composites group. EMJ said one of them had copied 11,579 of its files to an external drive before he left, and that both had used its confidential customer information.
The defendants said a director of EMJ had asked for the copying and that nothing was misused. The court preferred the director's account and held both men liable for breach of contract and breach of confidence. Mr Baggaley was also held to have breached a fiduciary duty by failing to report his own conduct. EMJ won on liability, with relief left to a further hearing.
Background and facts
EMJ's panels are moulded from glass reinforced plastic, carry steel reinforced concrete cast on to them, and stay in place in the finished bridge. Mr Baggaley was employed from 22 October 2012 to 1 April 2022 and ran the operation day to day from at least November 2016. Mr Johnson was employed from 17 September 2018 to 11 February 2022 as technical and then production manager.
Each man was bound by a covenant against competing for one year, expiring in February and April 2023. Mekina was incorporated on 6 June 2023, the two men holding 25 per cent each and Dura Group Limited 50 per cent for £200,000. It now competes with EMJ in permanent formwork.
Two strands mattered by closing: the copying of 11,579 files to a Toshiba drive and their later use, and a December 2022 hot list of commercial prospects sent to Mr Johnson by EMJ's business development manager under cover of an email saying he had no idea where it came from.
The issue
EMJ said the copying and retention of the files breached express confidentiality and return of property terms and the implied duty of fidelity, that the hot list was among its most commercially sensitive material and was used to build projections and target customers, and that Mr Baggaley owed fiduciary duties.
The defendants said a director had requested the copying because he feared the managing director would leave with the business information, that the hot list carried little value and was never exploited, and that similarities between the two product ranges came from experience.
The decision
I will come straight to the point. For the following reasons, I am in no doubt that Mr O'Neill was telling the truth about the Toshiba drive and that Mr Baggaley was lying about it.Recorder Douglas Campbell KC, paragraph 47
The documents passing between the two men went into detail about everything else and never mentioned the drive, and the director's account was matched by the contemporaneous record. Mr Baggaley accepted that if he never handed the drive over, it followed that he copied the files to use in a competing business.
Mr Baggaley acted both in breach of confidence and in breach of contract. He was also in breach of his implied duty of good faith and fidelity.Recorder Douglas Campbell KC, paragraph 134
Mr Johnson fared better on the facts. The allegation that he removed a production plan spreadsheet failed: he had access to it in his job, and no benefit from keeping it was shown.
I have rejected the Claimant's case that Mr Johnson removed any material from EMJ when employed.Recorder Douglas Campbell KC, paragraph 136
The hot list was different. He accepted under cross-examination that he knew it was confidential when he received it, and the court found he chased for the values, the Australian figures and the warm list so as to build projections from EMJ's own numbers. That breached his contract, his settlement agreement and the duty of confidence. Both men were held liable for a February 2024 mailshot sent to recipients drawn from a confidential customer list.
On fiduciary duty, a senior manager who found an employee copying documents to compete would have to report it.
The fact that it was his own plan makes no difference: it merely means that he was obliged to report himself.Recorder Douglas Campbell KC, paragraph 143
Parts of the claim went nowhere or were left open, and the judgment is careful about which. The copyright claim was not decided in EMJ's favour: no work was identified and subsistence and ownership were never pleaded. No finding was made about the calculation spreadsheet behind the copied summary sheet, that evidence having come too late. Unlawful means conspiracy succeeded, but whether it adds anything of substance was left for another day.
I was not addressed on whether Mr Baggaley would, post-employment, have had a fiduciary obligation to report on Mr Johnson's post-employment breaches and so I will express no view on that.Recorder Douglas Campbell KC, paragraph 144
The action succeeded to the extent set out in the judgment, with relief reserved to a further hearing.
Practical implications
The argument that drawings cannot be confidential because they circulate in the industry was rejected. Drawings and calculation summaries went to customers under conditions of confidence, and an expert who tied confidentiality to a signed non disclosure agreement was not followed.
Bulk copying shifts the burden of particularity. EMJ did not have to sort all 11,579 documents into its pleaded categories. Examples within those categories, traced to the drive, sufficed once the copying was proved.
Disclosure conduct decided as much as the documents did. Native drawing files came weeks before trial under an order, and sent copies of the marketing emails were said to have been deleted by someone who was not called.
Practice points
- Run a file transfer audit over the notice period of any senior technical or commercial leaver, and check external drives and personal devices before the final day.
- Send design drawings and calculation summaries to customers on stated terms of confidence, and keep the record of those terms. Confidentiality does not depend on a signed non disclosure agreement.
- If copyright in drawings is to be part of the claim, identify the work and plead and evidence subsistence and ownership. The copying was proved here, but the copyright claim did not succeed because neither was pleaded.
- Preserve native files and sent items the moment a dispute is in contemplation. Missing native copies invited an adverse finding about why they were missing.
- Do not treat a one year non compete as the protection. Both covenants had expired before the competing company was formed, and the confidentiality terms and the duty of confidence did the work.
- Where the case rests on bulk copying, plead categories and prove representative documents rather than attempting every file.
- Job title does not settle fiduciary duty. Day to day charge of the operation, occasional reports directly to the board and the absence of an on site superior were what counted, and lack of access to financial information did not displace them.