Kieran Corrigan & Co Ltd v OneE Group Limited & Ors
[2023] EWHC 649 (Ch)
Kieran Corrigan & Co Ltd v Bashir Timol
18 October 2024
[2024] EWCA Civ 1233
Court of Appeal
A company sued a director for using their secret tax plan. A judge said the director wasn't liable because he didn't know it was a secret. The company found new evidence proving he did know, so there will be a new trial.
Key Facts
- •Kieran Corrigan & Co Ltd (KCL) claimed breach of confidence against Bashir Timol, a director of OneE Group, for the misuse of confidential tax planning information.
- •KCL developed a tax-saving structure and shared it with OneE Group under an NDA.
- •OneE Group, using KCL's confidential information, developed a similar structure ('Nemaura structure') and marketed it successfully.
- •The High Court judge found Timol not liable, ruling that while he approved the marketing, he was unaware of the misuse of confidential information and focused on commercial viability, not technical details.
- •KCL appealed, arguing Timol's knowledge was irrelevant to liability once confidential information was received.
- •KCL presented new evidence showing Timol was aware of KCL's complaints about the misuse of information before approving marketing.
- •The Court of Appeal considered whether Timol's 'use' of the confidential information was essential for primary liability.
Legal Principles
Liability for breach of confidence requires: (1) information with the quality of confidence; (2) imparted in circumstances importing an obligation of confidence; (3) unauthorized use to the detriment of the communicator.
Coco v AN Clark (Engineers) Ltd [1969] RPC 41 at 47
A person owing an equitable obligation of confidence is liable for breach even without conscious knowledge.
Primary Group (UK) Ltd v Royal Bank of Scotland plc [2014] EWHC 1082 (Ch) at [244]; Seager v Copydex Limited [1967] 1 WLR 923
For primary liability in breach of confidence, both receipt and use of confidential information by the defendant are essential. Unconscious use is sufficient.
Seager v Copydex Ltd [1967] 1 WLR 923; Vestergaard Frandsen v Bestnet Europe [2013] UKSC 31
In considering fresh evidence on appeal, the court balances the need for finality with achieving the right result. The evidence must be credible, unavailable with reasonable diligence at trial, and would probably have influenced the outcome.
Ladd v Marshall [1954] 1 WLR 1489; Hamilton v Al Fayed (No.2) [2001] EMLR 15; Ras Al Khaimah Investment Authority v Azima [2021] EWCA Civ 349
Outcomes
Appeal on Ground 1 (Timol's primary liability) dismissed.
The Court of Appeal found that Timol did not use the confidential information when approving marketing; his lack of knowledge of the misuse was relevant.
Appeal on Ground 3 (fresh evidence) allowed.
New evidence showed Timol was aware of complaints regarding misuse of confidential information. This evidence would probably have influenced the original trial outcome.
Retrial ordered.
The Court of Appeal found that the non-disclosure of the new evidence amounted to a serious irregularity, justifying a retrial focused on Timol's liability.