When private messages come back to bite you

Introduction – The case of Inspired Education Online Ltd v Crombie

We have all read about inappropriate emails and WhatsApp messages being used in employment cases, but here they formed the basis for a breach of contract claim, that could have cost a founder millions.

What happened?

Tom Crombie set up My Online Schooling in 2016 and grew it quickly, helped by the boom in remote learning during the pandemic. In 2022, he sold the company to Inspired Education for around £9 million. So far, so good. But after the deal closed, the parties fell out. Inspired went through Crombie’s old emails and used them to sue him, alleging that the true value of MOS was well under 50% of the sale price.

The emails?

A long-running exchange between Crombie and his COO, full of offensive “banter”: racist, sexist and other crude comments that Inspired claimed amounted to fraud (because Crombie hadn’t disclosed them), and breach of warranty (because they said he’d given warranties in the share sale agreement that the company wasn’t involved in litigation and there were no circumstances likely to give rise to any, which was untrue, given what those emails contained).

What did the Court say?

The Court didn’t hold back in describing the emails: “highly offensive, obscene, vulgar, racist, sexist and discriminatory.” But, in this case, the judge decided they didn’t amount to fraud or breach of warranty.

Why?

The emails were private between two long-standing friends. They were not circulated in more widely and there was no evidence they had harmed the company’s reputation or value. So, whilst unprofessional and unpleasant, they didn’t justify tearing up the deal and dismissed Inspired’s claim.

Why this matters to Founders?

Even though Mr. Crombie won, the case re-emphasises that you should think twice before hitting “send”. Even if you think you’re joking in private with a colleague, those messages may be dug out years later, in a pre-sale due diligence process or, as here, in a courtroom. Should your buyer or investor suffer a touch of post-closing buyer’s remorse, it can dig deep in the records, looking for anything to challenge the price or claw back money. Reputation is currency. Courts might draw a line between crude “banter” and genuine misconduct, but investors, buyers and staff might not.

The takeaway

As a founder, your private messages aren’t just chatter, they’re part of your company’s records. Even if, like Mr. Crombie, you ultimately win in court, the process of being sued, and having your private messages scrutinised in open court is stressful, costly and distracting. So, keep it clean. Imagine every email could be read or by a potential investor or buyers, or in a courtroom. That simple discipline might save you both money and hassle down the line.

If this is a topic you’d like to discuss further, please feel free to get in touch