Ellie Goulding has brought legal proceedings against her former managers alleging that they failed to disclose financial and corporate links with Live Nation while advising her on commercial arrangements involving Live Nation companies.
According to the claim reported by Variety, Goulding alleges that the relationship created an actual or potential conflict between her managers’ responsibilities to her and their interests or obligations connected with Live Nation. The proceedings are ongoing and none of the allegations has been determined by the court.
The case provides a useful example of a wider issue in commercial relationships in England and Wales. Where a person undertakes to act loyally for another, an undisclosed financial interest or competing duty can potentially give rise to a breach of fiduciary duty.
However, not every manager, consultant, adviser or agent is automatically a fiduciary. The existence and scope of the duty depend upon the nature of the relationship and the responsibilities that person has undertaken.
What does Ellie Goulding allege against her former managers?
Variety reports that Goulding has brought proceedings against her former managers, together with HNOE Ltd, the parent company of TaP Management.
Her managers managed Goulding between 2018 and 2025 and, according to the claim, received a 20 per cent commission.
The claim alleges that Goulding was not told that Live Nation had acquired a financial and controlling interest in HNOE. Live Nation acquired 50.1 per cent of HNOE in 2015 and the remainder in 2019.
During the management relationship, Goulding entered into agreements with companies within the Live Nation group relating to touring, merchandise and a documentary film.
The claim alleges that her managers were subject to contractual restrictions which prevented them from encouraging artists under their management to stop or reduce business with Live Nation group companies. Goulding alleges that this relationship was not disclosed to her.
Her case is that the managers therefore had an interest or obligation which was in actual or potential conflict with her interest in obtaining the best available commercial terms.
These are allegations only. Live Nation is not a defendant to the proceedings and there has been no finding that Goulding’s former managers breached any fiduciary duty or improperly influenced her commercial arrangements.
When does a commercial relationship give rise to fiduciary duties?
A fiduciary duty arises from particular relationships of trust and loyalty. It does not depend simply on the title given to the person concerned.
The Court of Appeal explained in Bristol and West Building Society v Mothew that a fiduciary is someone who has undertaken to act for or on behalf of another person in circumstances giving rise to a relationship of trust and confidence.
The distinguishing obligation is one of loyalty.
- A fiduciary should not place themselves in a position where their personal interests conflict, or may conflict, with the duty they owe to their principal.
- They should also not act for their own benefit or for the benefit of another person without the principal’s informed consent.
This can arise in many commercial relationships.
Agents are a familiar example, but fiduciary obligations can also arise in partnerships, joint ventures and other relationships where one party has undertaken responsibilities requiring loyalty to another.
The scope of the duty is important. A person may owe fiduciary duties in relation to particular matters without owing an unrestricted fiduciary duty covering every aspect of the commercial relationship.
This is why allegations of breach of fiduciary duty should begin with the relationship itself. The court will need to identify what duties were actually undertaken before deciding whether a particular interest or transaction placed the fiduciary in breach.
Our commercial litigation team advises businesses and individuals on claims involving commercial relationships, breaches of duty and disputes arising when trust between the parties has broken down.
Why can an undisclosed financial interest create a conflict of interest?
A financial relationship with another party to a transaction does not necessarily make the transaction improper.
The critical issue is whether the relationship places a fiduciary in a position where their personal interests, or duties owed elsewhere, conflict or potentially conflict with the interests they are required to protect.
Disclosure can therefore be crucial.
English fiduciary law recognises that some conflicts may be authorised where there has been sufficient disclosure and properly informed consent. The principal needs enough information to understand the nature of the competing interest before deciding whether to accept it.
This is central to the Goulding proceedings. The allegation is not simply that Live Nation owned her management company. Goulding alleges that she was unaware of that ownership relationship and of obligations affecting her managers while they were advising her on commercial agreements with Live Nation businesses.
Whether those facts are established, and whether they amount to a breach of duty, will be matters for the court.
The same distinction can arise in other businesses. An adviser may have a financial interest in a recommended transaction. An agent may receive a benefit from the other side. A person may act simultaneously for two parties whose commercial interests differ.
The legal question is not simply whether a connection existed. It is whether a fiduciary duty arose, whether there was a relevant conflict and whether that conflict was properly disclosed and authorised.
Company directors face a separate statutory regime. Among their duties under the Companies Act 2006 is the duty to avoid situations in which they have, or may have, an interest that conflicts with the interests of the company. Our guide to directors’ duties and conflicts of interest explains those obligations in more detail.
A claim concerning an agent or commercial manager should not automatically be treated as a directors’ duties claim, but the underlying need to identify and manage conflicts is common to both areas.
What remedies may follow from a breach of fiduciary duty?
The appropriate remedy depends on the nature of the fiduciary duty and the particular breach.
Goulding’s reported claim seeks equitable compensation and/or damages for alleged breaches of fiduciary duty, together with other related relief.
In other cases, a claimant may seek an account of profits where a fiduciary has obtained a benefit through the breach.
English law takes a particularly strict approach to secret profits and commissions received by agents.
In FHR European Ventures LLP v Cedar Capital Partners LLC [2014] UKSC 45, the Supreme Court considered a secret commission received by an agent in connection with a transaction carried out for its principal. It held that a bribe or secret commission received in breach of fiduciary duty was held on trust for the principal.
That case does not establish that any secret commission was received in the Goulding dispute. There is no such proven finding. It instead illustrates the wider significance of the no-profit rule where an agent obtains an undisclosed benefit through their fiduciary position.
Other remedies may include equitable compensation for loss caused by a breach or, depending on the facts, orders concerning property or profits obtained through the fiduciary relationship.
The correct remedy therefore depends on what happened. A conflict of interest claim, a secret profit claim and a claim for loss caused by disloyal conduct may involve different evidential and remedial questions.
Where proceedings are contemplated, the claimant should identify both the alleged breach and the commercial outcome being sought before deciding how the claim should be framed.
What should businesses and professionals do when a potential conflict arises?
The safest approach is to identify potential conflicts before they affect a transaction.
Commercial relationships often become more complicated over time. Ownership structures change, advisers acquire interests in other businesses and individuals may take on additional roles or contractual obligations.
A conflict which did not exist when a relationship began can therefore arise later.
Where a person owes fiduciary duties, they should consider whether a new financial interest or obligation creates a conflict with the interests they have undertaken to protect.
If there is a potential conflict, disclosure should be clear enough for the principal to understand its nature and practical significance. Simply referring vaguely to another commercial relationship may not necessarily provide the information required for informed consent.
It is also sensible to record disclosure and any consent obtained.
For companies, similar attention should be given to directors’ declarations of interest, board procedures and transactions involving connected parties. Our guidance on the consequences of breaching directors’ fiduciary duties explains the separate risks which can arise for company directors.
Where a conflict has already resulted in a dispute, the underlying agreements, communications, ownership information and financial arrangements should be examined carefully.
A suspected conflict does not automatically establish liability. Equally, the absence of an express contractual prohibition does not necessarily answer the question if fiduciary obligations independently arise from the relationship.
The Goulding proceedings remain unresolved. Their wider significance is that commercial relationships built on loyalty can become legally contentious when important financial connections are not disclosed. For businesses, agents and advisers, identifying those relationships early and managing them transparently can reduce the risk of a later dispute over whose interests were actually being served.
