The affair concerned a now-bankrupt UK clothing importer TFG Ltd, its leading light Michael Wolff, and a number of unpaid foreign suppliers. Transport for goods ordered by TFG from its suppliers was arranged by various forwarding agents associated with the American Trinity conglomerate: these were TUSA, Dart (later TELL) in England, and TLB in Bangladesh, with the latter two acting as the former’s agent. When garments were needed, TFG would create an order for a consignment from Bangladesh; it would then engage Dart to arrange the necessary carriage by sea, or sometimes by air. Actual shipment in Bangladesh was handled by TLB, with house bills of lading or air waybills being issued by TUSA and sent to TFG’s nominated bank, NatWest. NatWest, having received the documents, would pay for the goods on TFG’s instructions and then either indorse bills of lading to TFG or issue release orders to the relevant airlines. Thereupon TFG would collect the goods from Dart. Dart (and TELL) had a contract with TLB and TUSA that they would observe this means of doing business and not release goods to TFG without evidence of payment having been made by NatWest.

By 2013 Mr Wolff realised that TFG was in deep trouble. G, the person in charge of Dart, offered to help TFG’s cash flow by unofficially procuring the release of goods to TFG before they had been paid for, provided Dart’s own bills were promptly settled. Wolff, understandably, was happy to cooperate. The scheme was put into effect, and TUSA kept quiet, by G obtaining bills of lading and air waybills from the bank, forging the bank’s seal on statements that payment had been made, sending copies of these doctored documents to TBL, and releasing the originals to TFG.

In the event, TFG did in fact pay, albeit late, for most of the goods it bought. But the carousel set up by G and Wolff could not go on revolving for ever; and, following TFG’s inevitable collapse, large sums remained due. TUSA accepted liability to the suppliers for the inappropriate release of goods covered by its bills and air waybills, paid them off and then looked around for people to sue to reimburse itself. G turned out not worth powder and shot (though a technical judgment was obtained against him). TUSA’s eye did, however, light on Wolff. They sued him for four torts: deceit, conspiracy, procurement of conversion, and inducing Dart (and later TELL) to break its contract with TUSA by releasing goods prematurely. The judge dismissed the first three claims for reasons not of interest here. But she upheld the fourth, declaring Wolff liable on this basis to indemnify TUSA for any claims by suppliers against it.

The Court of Appeal dismissed the appeal on liability. To an argument that Wolff had not induced a breach of contract because the initiative had come from G, Longmore LJ