Illiquidx Ltd v Altana Wealth Ltd

Permission to amend a statement of case should be refused where the proposed claim has no real prospect of success or is inadequately particularised. In breach of confidence and trade-secret claims, the claimant must identify the confidential information relied upon with sufficient precision for the defendant to understand the case and for any injunction to have a workable scope. A broad class of investment possibilities is insufficient where no specific opportunities, confidential combination or alleged misuse is identified. Allegations extending to the ordinary operation of a fund investing in publicly available assets require significant further particularity.

The claimant sought permission to amend its Particulars of Claim in proceedings concerning alleged breach of contract, breach of confidence, breach of trade secrets and copyright infringement. The proposed amendments recast the confidence and trade-secret case by pleading a “Big Idea” and “Detail”, said to be based on CF Partners (UK) LLP v Barclays Bank Plc & Ors [2014] EWHC 3049 (Ch).

The defendants opposed the amendments on the grounds that the information and alleged misuse were inadequately particularised and that the proposed claim lacked a real prospect of success. The central issues were whether the proposed confidential information was sufficiently identified and whether the extended misuse allegations were intelligible and legally sustainable.

1. Applicable test. Under CPR 17.1(2), permission was required to amend the served Particulars of Claim. On an opposed application, the relevant test was whether the proposed new claim had a real prospect of success, as stated in SPR North Ltd v Swiss Post International (UK) Limited [2019] EWHC 2004 (Ch).
2. Particularity of confidence claims. The principles identified in Ocular Sciences v Aspect Vision Care (No 2) [1997] RPC 289 applied. A claimant must properly identify the information relied upon. This enables the defendant to know the case to be met and ensures that any injunction has a sufficiently certain scope. The same considerations applied to claims under the Trade Secrets Regulations.
3. Big Idea and Detail. The pleaded “Opportunities” were a broad class of potential Venezuelan investments. Unlike the single identified acquisition opportunity in CF Partners (UK) LLP v Barclays Bank Plc & Ors [2014] EWHC 3049 (Ch), the claimant identified no specific investment said to have been disclosed as attractive and available. The pleading did not explain the distinction between the Big Idea and the totality of the Detail, identify the alleged recipe of application, specify what was confidential within the listed materials, or identify any particular combination possessing special composite value.
4. Alleged misuse. Even assuming that confidential information had been adequately identified, allegations that the whole operation of the defendants’ fund constituted misuse, including investment in publicly offered bonds, did not disclose a claim with a real prospect of success. Further particularity was required to enable the defendants to understand and plead to the alleged misuse.
5. Order. Permission was granted for the non-controversial amendments and, subject to agreement on wording, the copyright-related amendments. Permission was refused for the amendments to paragraphs 18, 28 and 28A and for the proposed Confidential Annexes 1 and 5, together with the consequential reference to Annex 1.