High Court confirms that a sole director can conspire with their own company as a matter of English civil law
Published on 12 October 2026
A civil conspiracy claim does not need two independent minds when a company and its sole director act together
The High Court in Lux Films Ltd v Fowler & Andrew Fowler Media Ltd [2026] addressed a previously undecided question: whether a sole director can conspire with their own company for the purposes of unlawful means conspiracy, where, while legally distinct, the actions of the two are in substance the actions of the same person.
The court has now confirmed that such a conspiracy is possible. It rejected the defendants' argument that conspiracy requires an agreement between two independent minds, and, in particular, refused to import principles from the law of criminal conspiracy.
As the defendant was not represented at the trial, the decision has less precedential weight, However, it is nonetheless helpful in confirming that claims for unlawful means conspiracy can be brought against companies and their directors when they are both involved in intentional wrongdoing even where the director is the sole director of the company.
Lux background
Lux Films was a small UK video content company with three equal shareholders – Gary Lowndes, Mark Woodhead, and Andrew Fowler – each of whom also served as a statutory director and employee.
Relations between the three deteriorated in early 2023, with Mr Fowler indicating his wish to exit the business in March of that year. Despite ongoing negotiations over the terms of his departure, Mr Fowler remained a director, shareholder, and employee throughout.
Lux alleged that during this period Mr Fowler acted in breach of his duties to the company, using confidential information obtained through his position as a director to divert business opportunities to Andrew Fowler Media Limited (AFML), a company of which he was the sole director and shareholder.
On that basis, Lux brought claims for breach of fiduciary and statutory directors' duties, breach of contractual and implied duties of good faith and fidelity, misuse of confidential information, and, most relevantly, unlawful means conspiracy between Fowler and AFML.
High Court decision
The essential elements of an unlawful means conspiracy are a combination or agreement between two or more persons; concerted action pursuant to that combination; the use of unlawful means; and loss caused to the claimant, with the requisite intention to injure.
Mr Fowler and AFML denied liability on all claims. On the conspiracy claim, they argued it was unsustainable as a matter of law: a company and its sole director and shareholder are "legally distinct but effectively single-minded actors" and therefore incapable of the requisite "combination or agreement." The defendants drew support from the criminal law of conspiracy, where it has been held that conspiracy requires an agreement between two independent minds.
The court found comprehensively in Lux's favour. The judge rejected the analogy with criminal conspiracy, commenting that civil and criminal conspiracy are fundamentally different in nature. In civil conspiracy, the focus is on the harm caused to the claimant by two or more parties acting together by unlawful means. In criminal conspiracy, by contrast, the focus is on the agreement itself - specifically, whether the act of reaching that agreement constituted criminal conduct.
For civil conspiracy purposes, the judge held that the decisive question is not whether there are two independent psychological actors, but whether there is evidence of concerted action between two legal persons causing harm. Where a director procures unlawful conduct in one capacity and causes their company to receive and exploit the proceeds in another, the requirement of "combination" is satisfied irrespective of whether the director is the sole director.
Osborne Clarke comment
While the defendant was not represented at the trial (and hence the decision has less precedential weight), the decision is helpful in confirming that claims for unlawful means conspiracy can be brought against companies and their directors when they are both involved in intentional wrongdoing even where the director is the sole director of the company. Prior cases had confirmed that a director of a company can conspire with a company for the purposes of an unlawful means conspiracy claim.
Practically, this provides a potential additional route to seek recovery against individual wrongdoers and the entities used to facilitate wrongdoing.
