[2025] EWHC 2759 (Ch)

The case pleaded against Mr Timol for the re-trial and his response to it

The Claimant claims that Mr Timol is liable for breach of confidence as a primary wrongdoer, jointly liable in respect of breach of confidence, and liable forunlawful means conspiracy. I outline below the claims and response to them.

The case now pleaded against Mr Timol on breach of confidence goes slightly broader than a decision to sign-off the Nemaura structure. Rather, the Claimant contends that:

“1….Mr Timol is personally liable for the misuse of the Confidential Information because, in the course of the development, evaluation, marketing and implementation of the Nemaura Structure, he:

a.

personally received, used and/or disclosed the Confidential Information for purposes other than those for which it was imparted to him and the other Defendants.

b.

had notice that the Nemaura Structure used the Confidential Information.

c.

in fact realised the Nemaura Structure used the Confidential Information.

d.

alternatively to c, a reasonable person in his position would have realised that the Nemaura Structure used the Confidential Information and/or would have been put on a train of inquiry that would have led to such a reasonable person realising that the Nemaura Structure used the Confidential Information.

2.

Mr Timol had substantial personal involvement in the development, evaluation (both internally and externally with Nemaura itself, with professional advisers and with the Mufti providing Shariah certification), marketing and implementation of the Nemaura Structure. In particular and without limitation to the generality of the foregoing:

a.

He made the decision for OneE to proceed with the development of the Nemaura Structure and then the decisions to proceed with marketing the Nemaura Structure in each of the product years in which OneE offered the Nemaura Structure (2014-5, 2015-6, 2016-7). When making the former decision he knew that the decision to proceed with development of the Nemaura Structure was a decision to develop a structure using R&D relief combined with a loan consortium to an LLP, as had been confidentially disclosed to the Defendants by the Claimant, but without the Claimant’s involvement. When making each of the latter decisions Mr Timol understood and considered the Nemaura Structure (thereby holding the Confidential Information in his mind) and understood that it used the Confidential Information and that the Confidential Information had been disclosed to the Defendants by the Claimant and had not been developed by them independently.

b.

He held discussions with others regarding the Nemaura Structure in which he considered, made use of and disclosed of [sic] the Confidential Information (in the process holding the Confidential Information in his mind). Such discussions took place with the Third and Fourth Defendants and, it is reasonably inferred, others working at OneE, and with Nemaura (in particular Faz Choudhry) and with the Mufti who was to certify Shariah compliance.

c.

He made and took part in presentations and communications with potential clients and with accountants and tax advisers who might introduce clients in which the Nemaura Structure was disclosed. During the course of such presentations and communications he considered, made use of, and disclosed of [sic] the Confidential Information (in the process holding the Confidential Information in his mind).”

By the end of the case, this had been honed through the Claimant’s written closing to alleged misuse by Mr Timol through, at the very least:

The main planks of the pleaded defence are:

The key theme of the defence and Mr Timol’s case before me was that he had no tax expertise, was only involved in the commercial side, and that this involvement on the commercial side (i) was insufficient to cause him to realise, or put him in a position where he knew or should have inquired as to whether, the Nemaura Structure used the Claimant’s confidential information, (ii) meant that he did not have to mind the relevant tax features of the Structure to mind when signing it off, and (iii) meant that he generally did not use the confidential information in any way, whether unwittingly or otherwise.

As part of that, while he admits in his defence that he knew that it was intended the Nemaura Structure should use R&D relief, he contends that “[h]e did not consider the details relating to the supposedly tax effective nature of the Nemaura Structure and did not know that it used the Confidential Information.”