Saab & Anor v Angate Consulting Ltd & Ors

A public-interest defence to breach of confidence requires a focused disclosure supported by a credible allegation from an apparently reliable source. The court must identify the public interest served by disclosure and balance it against the public interest in preserving confidentiality, including any additional weight arising from an express confidentiality agreement. Disclosure to a regulator does not remove the need for an evidential basis. Subjective belief is insufficient unless the discloser is a responsible professional whose judgment carries independent evidential weight. A broad document dump will rarely satisfy the defence, particularly where the information is already public, relates to historic conduct, or adds no material substance. The defence does not ordinarily answer separate contractual obligations to notify, decline production or deliver up confidential material.

The claim concerned confidential information obtained by private investigators retained to investigate regulatory allegations concerning FBME Bank. The investigators signed an engagement letter imposing confidentiality obligations and related duties to notify the solicitors, decline unauthorised production and deliver up documents.

After the engagement ended, they disclosed information to Cypriot regulators, law-enforcement bodies and FinCEN. They relied on public-interest disclosure and compulsion by law. The claim also alleged disclosures to journalists and sought an account of profits and other relief. The central issues were whether the alleged disclosures were proved, whether either defence applied, and what contractual consequences followed.

1. Liability and relief. The claim succeeded in relation to the defendants’ confidentiality obligations, save for the alleged disclosures to media outlets. The court declared breaches, ordered the prevention of further unauthorised disclosures, required delivery up of confidential material and ordered disclosure of details of unauthorised disclosures. The claim for £120,000 in correspondence costs and the claim for an account of profits failed.
2. Contractual obligations. The engagement letter had contractual effect. The public-interest defence was directed to disclosure of confidential information and did not answer the separate obligations to notify before or after disclosure, decline production or deliver up documents. Breaches of obligations 2, 3 and 5 were therefore established regardless of the outcome on the principal disclosure issue.
3. Public-interest disclosure. Applying Gartside v Outram, Initial Services v Putterill, Lion Laboratories Ltd v Evans and Attorney General v Guardian Newspapers (No 2) [1990] 1 AC 109, the court held that the defence requires a credible allegation supported by an apparently reliable source, a specific public-interest justification, and a fact-sensitive balance between disclosure and confidentiality. The balancing exercise is structured and tailored to the particular information disclosed.
4. The existence of the express engagement letter added weight to the interest in maintaining confidentiality, because it reinforced both public policy in favour of confidentiality and freedom of contract. Disclosure to a regulator did not dispense with the evidential threshold. The defendants’ subjective beliefs were insufficient, and they were not responsible professionals falling within the limited approach illustrated by W v Egdell [1990] Ch 359 and Woolgar v Chief Constable of Sussex Police [2000] 1 WLR 25.
5. The disclosures were too broad and insufficiently focused. Much of the material was speculative, already reflected in the FinCEN notice, concerned historic conduct or added only granularity. The public-interest defence therefore failed. It could not justify disclosures to the investigators’ lawyers or to the media.
6. Compulsion. The letters from the Central Bank of Cyprus and the Attorney General of Cyprus were requests, not orders issued under statutory authority or by a competent court. The defence of compulsion by law consequently failed.
7. Prince Jefri point. Prince Jefri Bolkiah v KPMG [1999] 2 AC 222 did not establish that a public-interest defence is unavailable to lawyers or persons analogous to lawyers. The case concerned conflicts of interest and legal professional privilege. It was distinguishable and did not govern the present issue.

First-instance decision in the High Court (Commercial Court). No appeal history was stated in the judgment.