New changes to the directors’ defence of honest belief and their impact on directors’ duties
A landmark case is set to be heard by the UK Supreme Court in May 2026, with the potential to fundamentally reshape the legal responsibilities of company directors.
The case, Saxon Woods Investments v Francesco Costa, will examine the scope of a director’s duty under s.172 of the Companies Act 2006, that concerns the obligation to act in the best interests of the company. Specifically, it asks if a director who genuinely believed they were acting in the company’s interests can rely on that belief as a complete defence, even where their conduct was objectively dishonest.
The background
Spring Media Investments was a privately held company with several shareholders, including a minority investor, Saxon Woods Investments, and a majority shareholder and chairman, Mr Costa. The shareholders had entered into an agreement committing all parties to work towards a sale of the company by the end of 2019. Several potential buyers came forward but no sale materialised.
Saxon Woods alleged that Mr Costa had deliberately obstructed the sale process by withholding information from fellow directors and shareholders, because he personally believed a better price could be achieved by waiting. Mr Costa stated that he had acted sincerely and in what he believed to be the company's best interests.
What the courts decided
The High Court accepted Mr Costa's position. On a subjective reading of s.172, a director who genuinely believed they were doing the right thing could not be found in breach.
The Court of Appeal overturned that decision in June 2025. It held that s.172 contains both a subjective and an objective element. A director's honest belief is relevant, but it cannot excuse conduct that falls below the standard of honesty. The court found that deliberate concealment from the board is incompatible with a director's fiduciary duties despite their genuine intentions.
Why the Supreme Court ruling matters
The Supreme Court's judgment will settle definitively whether English company law applies a subjective test to honest belief, or one that incorporates an objective standard as well. This has significant practical consequences for directors, shareholders, and insolvency practitioners alike.
For directors, the Court of Appeal's ruling makes clear that transparent decision-making is likely a legal requirement. A director who withholds material information from the board is exposed to liability even where their motives were genuine.
For minority shareholders this development is meaningful. Where a majority director has obstructed a transaction, the Court of Appeal's reasoning strengthens the basis for an unfair prejudice petition under s.994 of the Companies Act 2006.
What this means in practice
This case reflects a broader judicial trend towards holding directors to more rigorous standards of conduct. The Supreme Court's judgment will be required reading for directors, boards, and their advisers. Whichever way it falls, it is likely to prompt a renewed wave of claims by minority shareholders.
If you are a director who has faced difficult decisions under pressure or a minority shareholder who believes your interests have been disregarded, we can help. Speak to us today to ensure your position is fully protected.
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FAQ
Some questions we get, which may help you in this moment
When you receive a Letter of Claim or a formal Claim Form, you are at a critical crossroads in a legal dispute. While they may look similar, they represent two different stages of litigation, and mishandling either can lead to unfavourable financial and legal consequences.
A Letter of Claim, also known as a Letter Before Action, is a formal warning that someone intends to start court proceedings against you. Under the Civil Procedure Rules, parties are expected to exchange enough information to understand each other’s positions and attempt to settle without involving the court.
Ignoring this letter is a high-risk strategy. Even if you believe the claim is meritless, the court can penalise you later by ordering you to pay the other side’s legal costs, because you failed to follow the required Pre-Action Protocols. This stage is actually a vital window of opportunity. It allows for strategic negotiations or Alternative Dispute Resolution (ADR), which can resolve the matter privately and more cost-effectively than litigation.
If you receive a Claim Form, on the other hand, the matter has officially entered the court system. This is more urgent than a preliminary letter. From the moment you are served (which is deemed to occur 2 business days after the documents were posted to your last known address) the countdown begins.
If you do not engage with a claim, the other side can request a default judgment 15 days after you are deemed to have received the Claim Form. Once this judgment is entered, it is a matter of public record that can significantly damage your credit rating for 6 years and allows the other side to take enforcement measures.
There are procedural steps available to protect you in such situations. For instance, filing an acknowledgement of service is a vital holding position and allows you more time to prepare a proper defence. Engaging with a solicitor at this moment is essential to identify potential flaws in the claim that can allow you to have the claim stopped or struck out.
A court judgment (often called a CCJ) is a serious matter that allows a creditor to take aggressive enforcement action, such as sending bailiffs to seize goods or freezing your bank accounts. However, there are solutions to put your mind at ease. The first priority is to determine if the judgment was entered correctly. If you were unaware of the original claim, perhaps due to documents being sent to a previous address, there are procedural mechanisms to apply to have the judgment set aside. This process effectively cancels the judgment and reopens the case, but the court will only grant this if you act quickly after discovering the order.
Immediate legal guidance is essential to ensure your application meets the court's strict requirements.
A judgment is a major indicator of financial risk that stays on your credit report for 6 years. During this time, it can prevent you from obtaining a mortgage, securing a loan, or even getting a mobile phone contract. Many private landlords and letting agents also check these records, meaning a judgment could even stop you from renting a home.
To minimise this damage, paying the debt in full more than 30 days after the order will mark the judgment as satisfied. While the entry remains for the full 6 years, a satisfied status shows future lenders that you have fulfilled your obligations.
Contractual breaches can range from minor failures to fundamental violations that render the entire agreement void. Before initiating a formal claim, the court expects parties to follow certain Pre-Action Protocols, which involve clear correspondence detailing the breach and the resulting loss. This structured approach often provides a solution to the dispute through negotiation or mediation, and helps parties avoid the costs of litigation.
If a claim becomes necessary, the objective is to secure damages that place you in the financial position you would have been had the contract been fulfilled. Depending on the nature of the breach, other remedies may be available, such as specific performance, where the court compels the other party to complete their original obligations, or an injunction to prevent further harm.
Recovering a debt requires a careful strategy to ensure the process remains cost-effective. We begin with formal demands that comply with court standards for debt claims. If the debtor remains unresponsive, obtaining a court judgment is the next step, which then unlocks a variety of enforcement tools to turn that judgment into actual payment.
Depending on the debtor’s assets, the legal solution may involve a Charging Order to secure the debt against their property, an Attachment of Earnings to deduct payments directly from their salary, or a Third-Party Debt Order to recover funds from their bank account. In cases where a debtor is a company, insolvency-based procedures like a Winding-Up Petition can also be considered as a powerful means of prompting payment.
A limitation period is a statutory deadline imposed by the Limitation Act 1980, typically giving you 6 years from the date of a breach or damage to issue a claim. Once this period expires, the claim is time-barred, and the other side will have an absolute defence to block your case, regardless of its merits.
Because these deadlines are non-negotiable, waiting too long can mean losing your right to justice entirely. We recommend a prompt review of any potential claim to ensure you meet all statutory time limits and protect your ability to recover your losses.
