Kieran Corrigan & Co Ltd v OneE Group Limited & Ors

A recipient who has received information in circumstances importing an obligation of confidence owes a personal duty not to misuse it. For misuse, the recipient need not know that the information is confidential or that it originated from the claimant, provided the information was actually used and the other elements of breach of confidence are established.

Corporate office does not transfer or exclude the individual’s personal liability where the individual received the information and later used it. Signing off, developing, implementing or marketing a structure can constitute misuse where the confidential information formed part of the decision or the structure approved. Knowledge that the information came from the claimant is required for joint liability and unlawful means conspiracy.

The claimant alleged that Bashir Timol had misused confidential information used in developing, marketing and implementing the Nemaura tax structure. In the original liability judgment, the claim against Mr Timol was dismissed because he was found not to have considered the relevant tax features when approving the structure: [2023] EWHC 649 (Ch).

The Court of Appeal dismissed an alleged error-of-law ground but ordered a retrial after further disclosure, holding that the new material could materially affect the assessment of Mr Timol’s involvement and knowledge: [2024] EWCA Civ 1233. The retrial concerned primary liability for breach of confidence, joint liability and unlawful means conspiracy.

1. Liability established. The court held Mr Timol liable for breach of confidence as a primary wrongdoer, jointly liable for breach of confidence, and liable for unlawful means conspiracy. The quantum findings already made against the other defendants applied to him.
2. Primary breach of confidence. Receipt of confidential information in circumstances importing an obligation of confidence imposed a personal duty on Mr Timol. The duty was not displaced by his position as a company director or by the possibility that OneE Group was also liable. A recipient may misuse information without appreciating that it is confidential or that it originated from the claimant.
3. The court rejected the submission that Mr Timol could only be liable if he knew that the Nemaura structure used the claimant’s information. Once he knew the key features of the structure, his approval of its development, marketing and implementation could constitute use in two ways: by taking those features into account in making the decision, and by approving a structure incorporating those features. Dissemination was unnecessary; using the information to develop or authorise a product was sufficient.
4. The court found that Mr Timol understood the principal features of the claimant’s structure, including enhanced sub-contractor R&D relief, use of an LLP, use of an unconnected subcontractor and the resulting 181.25% relief. He approved significant commercial and structural decisions and explained the structure to others. Those acts constituted misuse.
5. Joint liability and conspiracy. Joint liability required knowledge of the essential features of the primary wrong, including that the claimant’s information was being used. The court found that Mr Timol had that knowledge, at the latest after the October 2014 complaint. He was therefore party to the common design and liable for unlawful means conspiracy. The limitation defence applied to conspiracy acts before 5 October 2014, but not to the later acts relied upon.

1. Court of Appeal: The appeal from the original liability judgment was dismissed on the alleged error-of-law ground, but a retrial was ordered because further disclosure could materially affect the result: [2024] EWCA Civ 1233.
2. High Court: On the retrial, the court reconsidered Mr Timol’s liability afresh and found him liable on the pleaded causes of action.