[2025] EWHC 2759 (Ch)

My conclusions on the claims against Mr Timol

In my judgment, from the evidence before me at the re-trial it is clear that Mr Timol misused the confidential information and is liable for breach of confidence.

Particularly important to this is that the documents and other new evidence and matters now before me change the picture of the contours of Mr Timol’s role and knowledge in relation to the Nemaura structure.

I consider it clear that Mr Timol understood that the Nemaura structure contained each of the key elements set out at [91] above, particularly for the following reasons:

Turning to the acts of misuse that he carried out with the knowledge above, in my judgment it is clear that he would have signed off the marketing of the product. The real battleground by the time the case reached oral closing was, as explained above, whether he could as a matter of law be liable for such signing-off. I consider he can be for the reasons set out in section 6 above.

In in my judgment:

Therefore, Mr Timol misused the Claimant’s confidential information in providing the approval set out in (2) above. He had the key features of the structure set out above in his mind when signing off, and did so with that knowledge.

His approval of commercial decisions in relation to the product would have included dealing with those points raised in the 5 August 2014 e-mail and the dialogues on 10 October 2014 and late October to early November 2014 set out in [128(2)-(6)] above.

He also misused the information by explaining to Dr Chowdury the key features of the structure in February 2015. He was using the confidential information to give those explanations, and also disseminating to another that confidential information.

For completeness, he also misused the information in discussing the structure with Mr Johnson and Mr Slattery from at least August 2014 onwards in relation to the further development, marketing and implementation of the structure. These discussions would have involved discussion of the key features of the structure, as in the 3 December 2014 discussion with Mr Johnson referred to in [139(1)] in the course of the dialogue with the mufti.

I understand that on the facts, whether Mr Timol is jointly liable or liable for unlawful means conspiracy does not generate any additional award for him over and above that for liability for breach of confidence in circumstances where quantum has already been determined and Mr Timol has agreed to be bound by those findings. However, it is nevertheless appropriate for me to deal with joint liability and conspiracy given that they are pleaded.

Taking joint liability first, the key requirement for such liability to arise that was in dispute between the parties is that Mr Timol knew that the generation of the Nemaura structure used information that came from Mr Corrigan.

In my judgment, he did.

There are two ways that he could have known.

The first is that I found in my 2023 Judgment, and remain of the view, that the possibility of using Mr Corrigan’s subcontractor R&D relief idea in developing the Nemaura structure was discussed at the 4 February 2014 meeting. In my judgment Mr Timol understood that discussion. Therefore, one possibility is that Mr Timol never forgot this and was therefore aware of this throughout the development, sign-off, implementation, marketing and amendment of the Nemaura structure, or at the very least realised it from the moment that he was involved with the development of the structure after the 4 February 2014 meeting.

The second is that he forgot about Mr Corrigan’s idea, but that he became aware of it when his memory was jogged by Mr Corrigan’s complaint in late October 2014. In my judgment, this would plainly cause him to remember Mr Corrigan and he would have discussed the complaint with Mr Slattery given its importance, which would- if he did not already remember- remind him of what Mr Corrigan’s idea had been.

I find that the former possibility is the more likely. Having seen his involvement in the second half of 2014 with the Nemaura structure, in my judgment it would be very surprising if he did not ask himself where the idea for this structuring had come from. The obvious explanation is that he knew where it had come from. Taking some examples, if he had not understood at all where the structuring and the 181.25% idea had come from, I consider that he would have asked some questions when receiving a presentation dealing with it in August 2014, during a series of dialogues in October 2014 over the structure, or otherwise in the lead up to the launch of the product.

However, in any event, I consider that the late October 2014 dialogue over Mr Corrigan’s complaint would have brought home to him if necessary where the idea had come from. As explained above, the tenor of that correspondence is that there may well be grounds to defend a claim by Mr Corrigan strongly, but Mr Johnson is basing his reasoning on the ability of OneE to have generated the idea if Mr Corrigan had not and on the commonly known nature of R&D relief.

There was no documentary evidence at all before me on which the parties involved including Mr Timol could have reasonably based a belief that OneE had come up with the sub-contractor relief idea itself, and I consider that Mr Timol did not have that belief.

Accordingly, taking the above together, I consider that Mr Timol is jointly liable:

In my judgment, the consequence of the finding above about Mr Timol’s knowledge of use of the information that had come from the Claimant means that he is liable in unlawful means conspiracy as well.

There was a common design to develop, implement and market the Nemaura structure for the commercial benefit of OneE and himself that involved him, Mr Slattery, Mr Johnson and OneE. He was a party to this from at least late summer 2014. They sought to take the product to completion, launch and implementation in order to generate significant fees from it.

By virtue of the above knowledge in my judgment he knew that this would be to the detriment of the Claimant, because OneE would have first mover advantage through launching the product and marketing it first. This would have been reinforced by Mr Corrigan’s complaint and deep concern expressed in October 2014 over the impact of Nemaura on the structure that he had been developing. Further, he knew that the Claimant’s idea was being used without recompense, and therefore necessarily damaging the Claimant in that respect. The logic of [292] of the 2023 Judgment applies equally here.

Mr Timol carried out significant acts towards this end as explained above, and this did in fact cause the Claimant loss. The Quantum Judgment has confirmed that significant loss has been caused by the development and launch of Nemaura.

Finally, I take the consequences of setting in stone the features of my 2023 Judgment other than those relating to Mr Timol’s role, knowledge and so forth to be that the limitation defence referred to at [338] applies for any acts before 5 October 2014, but not those acts that I have mentioned above that took place after that date. If the Claimant considers differently, I shall deal with that through written submissions.