Titan Wealth Services Limited & Anor v Tavistock Investments PLC & Ors

An amendment must present a coherent, self-contained and sufficiently particularised case with a real prospect of success. In a breach of confidence claim, the claimant should identify the confidential information and explain how it was communicated. The precise misuse may sometimes be inferred before disclosure, but the pleading must not leave the defendant guessing about the case to be met. A court may refuse an amendment where the pleaded case is incoherent, self-contradictory, implausible or unsupported. The court must assess the amendment as pleaded and should not reformulate or salvage an unpleaded claim. Copying publicly available factsheets, without more, cannot support an inference that confidential information was misused.

The appellants challenged an order of Mr Justice Bryan allowing the respondents to amend their Defence and Counterclaim to allege breach of confidence and copyright infringement arising from the creation of a competing Model Portfolio Service. The copyright aspect was not challenged on appeal. The dispute concerned whether the pleaded breach of confidence case coherently identified confidential information communicated under the Outsourced Management Agreement, and whether it particularised its alleged misuse sufficiently to have a real prospect of success. The appeal was brought from the Commercial Court decision reported at [2025] EWHC 3381 (Comm).

Lord Justice Males gave the leading judgment. Lord Justice Miles and Lady Justice Asplin agreed.

1. Appeal allowed. The amendment should not have been permitted. Although appellate courts will usually respect first-instance case-management decisions, the proposed counterclaim was incoherent, self-contradictory and insufficiently particularised.
2. The proposed pleading itself had to be examined. An amendment must have a real prospect of success, applying the same test as summary judgment. Subject to late or very late amendments, the court will generally not assess the relative strength of a claim once that threshold is met. It may nevertheless refuse an amendment where the asserted facts are implausible, internally inconsistent or unsupported by contemporaneous documents, and may consider whether the pleading is coherent and properly particularised.
3. Particularisation is especially important in breach of confidence claims. The claimant should identify the confidential information with reasonable particularity and explain how it was communicated. The precise manner of misuse may be difficult to specify before disclosure, so reasonable inferences may sometimes suffice and a lesser degree of particularity may be acceptable at the outset. That flexibility does not permit a broad claim which leaves the defendant unable to understand the case.
4. The contractual definition of Confidential Information in the Outsourced Management Agreement concerned information disclosed by Tavistock to Titan. The express confidentiality obligation therefore did not, on its wording, extend to all information generated by Titan while performing the agreement. The pleading did not identify information communicated by Tavistock to Titan and instead relied on emails sent by Titan to third-party investment providers.
5. The pleaded definition of Tavistock MPS Information was deliberately broad and undefined. The alleged inference of misuse was also unsupported. Onboarding the same investments did not establish misuse, particularly as the communications were copied to Tavistock. Similarities in publicly available factsheets could not support that inference. A more extensive comparison of underlying investments, portfolio changes and asset allocation might potentially support an inference of copying, but the examples pleaded either had an obvious explanation or contradicted the alleged similarity.
6. The court could not reformulate the pleading or preserve a potentially viable case which had not been pleaded. Any more focused application to amend had to be made to the Commercial Court.

• Court of Appeal (Civil Division): In [2026] EWCA Civ 500, the appeal was allowed and the breach of confidence amendment was disallowed.
• High Court of Justice, King's Bench Division, Commercial Court: Mr Justice Bryan allowed the respondents to amend their Defence and Counterclaim, in [2025] EWHC 3381 (Comm).