Your boss has been fire and you know they have important emails on their computer. Can you demand to get it back?
Here an issue on appeal is whether the appellant company is entitled to an order requiring its former Chief Executive Officer, after the termination of his appointment, to give it access to the content of emails relating to its business affairs. The relevant emails, which are stored on his personal computer in England, were sent or received by him on behalf of the company.
In this case there was no express contract of employment between Mr Adkins and Fairstar, which contracted for his services under a written agreement with a company controlled by Mr Adkins. His contract of employment is with his creature company.
The court decided as follows:
In brief, Fairstar is entitled to the relief claimed by it against Mr Adkins for the following reasons:
- First, their former relationship had been that of principal and agent.
- Secondly, as a general rule, it is a legal incident of that relationship that a principal is entitled to require production by the agent of documents relating to the affairs of the principal.
- Thirdly, “documents” may, depending on context, include information recorded, held or stored by other means than paper, as is recognised in the Civil Procedure Rules. In CPR 31.4 “document” means “anything in which information of any description is recorded” and “copy” means, in relation to a document, “anything onto which information recorded in the document has been copied, by whatever means and whether directly or indirectly.” Those follow the same definition used in legislation. According to the notes to CPR 31.4 ” While the word [document] in non-legal usage is commonly associated with information recorded only on paper, the true meaning of the word is far wider, reflecting its derivation from the Latin “documentum” referring to something which instructs or provides information. The term extends to electronic documents, including emails: see Practice Direction 31B, para 1″. In that context content cannot be separated from form, since a blank sheet of paper providing no information would not be a document and a blank electronic communication would not be an email.
- Fourthly, materials held and stored on a computer, which may be displayed in readable form on a screen or printed out on paper, are in principle covered by the same incidents of agency as apply to paper documents. The form of recording or storage does not detract from the substantive right of the principal as against the agent to have access to their content.
- Fifthly, as for the authorities cited to the judge and in this court on whether there can be property in confidential information, or whether there is property in the content of a letter, as distinct from the paper on which it is written, they relate to a point that does not need to be decided. Quite apart from the existence or non-existence of property in content, Mr Adkins was under a duty, as a former agent of Fairstar, to allow Fairstar to inspect emails sent to or received by him and relating to its business. The termination of the agency did not terminate the duty binding on Mr Adkins as a result of the agency relationship.
Now you know!
Neutral Citation Number:  EWCA Civ 886