Illiquidx Limited v Altana Wealth & Ors

In a professionally drafted confidentiality agreement, the expression public domain ordinarily bears its established legal meaning unless the contractual wording indicates otherwise. Information must be so generally accessible that, in all the circumstances, it cannot be regarded as confidential. Relative inaccessibility can preserve confidentiality, and disclosure to selected potential investors does not necessarily make information publicly accessible. A broad contractual definition of confidential information does not itself determine the breadth of the exceptions.

The party relying on a public-domain exception bears the burden of establishing it. Public availability or prior knowledge of individual components does not necessarily establish that a distinct business concept or package of information is publicly available or independently known. Findings about a detailed package can sustain liability even where the confidentiality of its underlying high-level idea is disputed.

Illiquidx Limited, an advisory and broking business specialising in illiquid investments, developed a proposal for a sanctions-compliant fund investing in distressed Venezuelan debt. It entered a joint venture with Altana Wealth, an investment fund manager, and Brevent Advisory Limited, which provided consultancy services to Altana. Lee Robinson controlled Altana, and Steffen Kastner was Brevent’s sole director and shareholder. The parties entered a non-disclosure and non-circumvention agreement governing the information exchanged for the proposed fund.

After the joint venture ended without launching a fund, Altana established its own Venezuelan debt fund. Illiquidx claimed misuse of confidential information and trade secrets. Rajah J upheld those claims in [2025] EWHC 299 (Ch) and granted judgment by an order dated 23 June 2025. The copyright claim and the claim of joint liability against Kastner were dismissed and were outside the appeal.

Altana and Brevent appealed. They challenged the meaning of public domain, the application of exceptions for previously held or subsequently acquired information, and the findings that the business concept and supporting information remained confidential. The trade secrets claim was agreed to stand or fall with the contractual claim.

The appeal was dismissed unanimously. Arnold LJ gave the leading judgment, with which Zacaroli and Miles LJJ agreed.

1. The expression public domain in the agreement bore its established meaning in the law of confidence. Information had to be so generally accessible that, in all the circumstances, it could no longer be regarded as confidential. Confidentiality was relative, and relative inaccessibility could suffice. The suggested alternative, under which information ceased to be confidential whenever one other person could freely use it, was rejected. The established standard in Attorney-General v Observer Ltd [1990] 1 AC 109 governed the contractual exceptions (paras 60–68).

2. A professionally drafted contract ordinarily uses an expression with an established legal meaning in that sense, unless its wording indicates otherwise. Neither the wording nor the factual matrix supported a different meaning here. A broad definition of confidential information did not require correspondingly broad exceptions: each provision depended on the wording chosen. The parties’ subjective belief that the information was unprotected did not alter the objective interpretation of the agreement (paras 62–68).

3. The appellants bore the burden of proving that the information was in the public domain. The judge was entitled to find that circulation of confidential marketing materials to selected potential investors preserved their relative secrecy. The materials were not made generally accessible to the public, other investors or competitors. An argument that there was no evidence excluding further circulation improperly reversed the burden of proof (paras 76, 82–87).

4. Public availability of the list of tradable bonds did not establish public availability of the opportunity to create a sanctions-compliant fund or of the detailed package supporting it. Likewise, general knowledge of multi-cell structures and evidence that a broker could purchase bonds did not establish that the particular information supplied fell within the exceptions for previously held or subsequently acquired information. The detailed fund package and the additional due diligence and legal materials remained independently protected. Those findings sustained liability even if the finding concerning the high-level business idea were wrong (paras 56–58, 71–73, 90–94).

5. The finding that the business opportunity was outside the public domain was factual or, at least, evaluative. An appellate court could not substitute its assessment merely because the conclusion seemed surprising. The evidence relied on did not justify interference. The appellants could not complain that the judge had omitted findings which they had not requested at trial; the court nevertheless rejected those points on their merits. A previously unrelied-on article was also raised too late (paras 70, 79–80, 83, 88–90).

The judgment for misuse of confidential information and trade secrets therefore stood (paras 41, 94–97).

• Court of Appeal (Civil Division): In [2026] EWCA Civ 874 , unanimously dismissed Altana and Brevent’s appeal, leaving the judgment for misuse of confidential information and trade secrets in place.
• High Court, Business and Property Courts, Intellectual Property List (ChD): Rajah J upheld the confidential information and trade secrets claims in [2025] EWHC 299 (Ch) , dated 13 February 2025. An order granting judgment followed on 23 June 2025. The copyright claim and the claim of joint liability against Kastner were dismissed, with no cross-appeal against those conclusions.