HT-2025-000129 - [2025] EWHC 1654 (TCC)

Fecha: 01-Jul-2025

The differences between the Parties

15.

As set out above, Lime proposes that a client representative should be included within the CRO, i.e. should have access to the confidential information which LCC is to disclose.

16.

The sensitive information concerns Bolt’s pricing proposals and cost information. There is no doubt that this information is confidential and, with full justification, is regarded by Bolt as being of the highest sensitivity.

17.

Lime has identified the client representative that it wishes to include within the CRO. He is Mr Raccagna. (An alternative name has been suggested, but for reasons explained below I do not need to discuss that alternative person.)

18.

In a Third Witness Statement, Ms Hardey of Lime says this about Mr. Raccagna:

24.
Mr Raccagna has been employed by the Claimant since 2019 and has held the position of “Senior Director, Government Affairs – Southern Europe” since 2022. In his role, Mr Raccagna is responsible for overseeing the Claimant’s government relationships in Southern Europe.
25.
The Claimant’s government relations team is entirely separate from its proposals team, which is responsible for drafting tender submissions. Members of the government relations team (including Mr Raccagna) do not work directly on bids. Rather their only involvement in bid processes is to provide qualitative information to members of the bid team related to the market in which the bid is taking place (including city features and initiatives that a city cares about the most). Mr Raccagna is not therefore directly involved in preparing bids.
26.
There is almost no overlap between the areas in which Bolt has a micromobility services presence and the regions that Mr Raccagna covers: the only areas of overlap are the cities of Seville, Porto and Lisbon. The public authorities in these 3 areas have not to date taken pricing into account when determining which provider should be awarded public contracts.
27.
It is therefore not the case that seeing material disclosed into the Confidentiality Ring would “inform [Mr Raccagna’s] approach to the Claimant’s business, to the serious detriment of Bolt”….

19.

The draft Order before me includes extensive undertakings to be given by Mr Raccagna. These undertakings include the following:

I confirm that I am not presently part of a bid team actively participating in any procurement processes in the United Kingdom relating to the award of concession contracts for the provision of e-scooter and e-bike services that Bolt Operations UK Limited is involved in. I undertake not to actively participate as part of the bid team on future procurement processes in the United Kingdom relating to concession contracts for the provision of e-scooter and e-bike services (including if the tender with reference DN755175, for the provision of e-scooter and e-bike services within Liverpool, is re-tendered), without the consent of Bolt Operations UK Limited, for 12 months after either the date that I cease to have access to such Confidential Information, or the end of the Proceedings (whichever is earlier).

20.

In respect of the undertakings, Ms Hardey says:

28.

In any event, as the Claimant has previously explained, the proposed undertakings should address any legitimate concerns of Bolt and/or the Defendant as to how the information would be used and/or the risks of it being misused:

(a)

Mr Raccagna would not be able to actively participate as part of the bid team on future procurement processes in the UK relating to concession contracts for the provision of e-scooter and e-bike services, without the consent of Bolt Operations UK Limited. He would therefore never be in a position where his knowledge of Bolt’s pricing submission in this particular tender could feed into a commercial approach that would harm Bolt’s position.

(b)

The pricing information that Bolt would disclose into the Confidentiality Ring relates specifically to the prices that Bolt was willing to offer for a specific concession contract for the provision of e-scooter and e-bike services in Liverpool. Each country has its own distinct regulatory arrangements and market dynamics related to on-street bike and scooter services and no evidence has been provided explaining how Liverpool-related pricing information could be relevant to procurements conducted in other countries. Further, as explained above, there would appear to be no relevant overlap between the areas Mr Raccagna covers and other markets in which there is potentially relevant competition between the Claimant and Bolt.

21.

Whilst not a party to these proceedings, Bolt has an interest in protecting its commercially sensitive information. I have before me a witness statement from Ms Iva Buric, legal director at Bolt Group. She said this:

12.

The Draft Order, as currently drafted, purports a high risk of irreparable commercial harm to Bolt. Bolt is explicitly objecting to the inclusion of Mr Raccagna as a permitted member of the Confidentiality Ring for the reasons set out below.

As set out in paragraph 7 above, the Claimant is Bolt’s principal competitor in the micromobility market in the UK but also in the rest of the world. Both the Claimant and Bolt are active participants in ongoing and forthcoming competitive tenders across multiple UK jurisdictions. Disclosure of Bolt’s sensitive financial information to a senior director of the Claimant, or any employee of the Claimant that is not a legal adviser, even subject to a confidentiality undertaking, would confer an unfair strategic advantage. This would distort the competitive playing field not only in the context of these proceedings, but in relation to future procurements across the UK and globally.

Mr Raccagna is a senior executive of the Claimant, likely involved in strategic and commercial decision-making. Even if acting in good faith, there is a clear risk of misuse of confidential information through future commercial decision-making. We are therefore not satisfied that the undertakings proposed would adequately mitigate the risk of inadvertent or subconscious use of confidential information disclosed. Regardless of intentions, there is a clear and persistent risk of inadvertent or subconscious misuse of the confidential information in the Confidentiality Ring.

In the event that the confidentiality undertaking under the Draft Order is breached, whether inadvertently or otherwise, the damage to Bolt would be detrimental for the following reasons:

Commercial strategy, once disclosed, cannot be clawed back.

ii.

It would be practically impossible to establish a causal link between use of Bolt’s confidential information and strategic decisions made by Mr Raccagna or the Claimant after being privy to Bolt’s confidential information.

iii.

In the event that Mr Raccagna inadvertently breached the confidentiality undertakings and the Claimant used Bolt’s confidential information to its strategic advantage, Bolt would not have a viable remedy. The evidential burden of proving misuse or influence would be prohibitively high, and any injunctive relief or damages would be inadequate to reverse the commercial consequences.

13.

Bolt understands that the Court has discretion to limit disclosure where it is necessary to avoid a disproportionate risk of competitive harm. Bolt invites the Court to exclude Alessio Raccagna (and any employee of the Claimant) from the list of Confidentiality Ring members for the aforementioned reasons.

22.

I accept that Bolt’s concerns are genuine. Those concerns have to be weighed against Lime’s interest in having a Client Representative within the CRO.

23.

LCC does not fully support Bolt’s position. LCC submits that the balance weighs heavily in favour of an external advisers-only confidentiality ring and against the inclusion of a current employee of Lime at the present time.

24.

In support of LCC’s position, Mr Coppel KC and Ms Ivimy KC submit:

(1)

That the TCC Guide at paragraph 41 expressly recognises that there may be cases where a “two-tier” ring will be appropriate, with employee representatives having access to “technical material” but not “pricing information”.

(2)

The stage of the proceedings is relevant: lawyer only confidentiality rings are not uncommon prior to trial.

(3)

The information sought to be protected is of a type of a high strategic value.

(4)

Bolt’s pricing information is not complex and should be capable of being understood by Lime’s lawyers.

(5)

There is no reason why an external consultant could not be involved rather than Mr Raccagna.

25.

LCC’s submissions do not suggest that the proffered undertakings are themselves inappropriate: the challenge is to the involvement at this stage of any client representative, whether it be Mr Raccagna or someone else. It is for this reason that I do not need to consider the alternative to Mr Raccagna suggested shortly before the hearing before me.