[2025] EWHC 2759 (Ch)

The relevant confidential information comprised (a) the proposed structure set out in the draft instructions to Mr Sherry in January 2014, (b) the proposed Morvus structure and (c) the proposed Fast Pharma structure ([218]-[219]), (b) and (c) being similar structures to those in (a). I considered that the most important feature of the Structure for the purposes of the claim was the use of R&D sub-contractor relief, including that the sub-contractor could spend the money on R&D without other restrictions on its use. Mr Corrigan’s key insight was that one could build an R&D sub-contractor structure with an LLP at the top in a way that the LLP was unconnected to the sub-contractor and was- if it worked from a tax perspective- capable of attracting R&D relief of 181.25% on the sub-contractor payment without the need for the expenditure of the subcontractor to be limited to the specific categories of expenditure on staff, software, consumables and externally provided workers: [229].

The confidential information was imparted to the Defendants in circumstances importing an obligation of confidence. I held that it was imparted on a number of occasions, namely (a) critically, at the 4 February 2014 meeting, (b) in e-mails following it, namely the 7 March 2014 e-mail about Morvus and the 9 April 2014 e-mail about Fast Pharma, and (c) on or around 4 August 2014 through Mr Slattery to OneE Group: [247], [259]. Mr Timol did not receive the proposed Morvus structure and proposed Fast Pharma structure: [261], but he knew that Mr Corrigan had signed an NDA before providing the information at the 4 February 2014 meeting and the sensitive and valuable nature of the information: [250(1)-(6)].

The confidential information was misused in the following respects: (a) in the development of the Nemaura structure by Mr Slattery and Mr Johnston, because of its use of the fundamentals of the proposed structure of the Claimant: [272], (b) OneE Group and Mr Slattery disclosing the Nemaura structure at the October 2014 Lowry conference and subsequent events, and distributing documents containing details of it at those points, (c) OneE Group and Mr Slattery disseminating information regarding the Nemaura structure, (d) Mr Slattery and Mr Johnston disclosing the Nemaura structure to Mr Mullan, and (f) OneE Group, Mr Slattery and Mr Johnston implementing the structure and- in OneE Group and Mr Slattery’s case- fundraising in respect of it: [265]-[278]. I rejected a further allegation, referred to at (e) in [265], that it was disclosed to insurers: [276].

Mr Timol had not misused confidential information: [279]-[283]. I return to that below in more detail.

OneE Group, Mr Slattery and Mr Johnston were liable for unlawful means conspiracy: [289]-[295], [337] subject to any limitation defence. They knew that the information came from the Claimant, they were using the Claimant’s idea to generate fees in a way that they knew would and did cause loss to the Claimant. Mr Hill stated in closing that this claim was not run against Mr Timol, as it was not contended that he had an intention to injure the Claimant: [289].

Mr Slattery was liable for procuring a breach of contract, subject to any limitation defence, but the other defendants were not, and Mr Hill made clear in closing that this head of claim was not pursued against Mr Timol: [297]-[301].

OneE Group, Mr Slattery and Mr Johnston were jointly liable for breach of confidence, subject to any limitation defence, but Mr Timol was not: [302]-[306]. The reason that Mr Timol was not liable was that he did not realise that the Nemaura structure was using confidential information of the Claimant: [306].

The breach of confidence and joint liability for breach of confidence claims were not time-barred: [315]-[335], [342], the unlawful means conspiracy claim was time-barred in respect of the acts before 5 October 2014: [338], and the claim was inducing a breach of contract was time-barred: [339]-[341].