Illiquidx Ltd v Altana Wealth Ltd & others

The Claimant, Illiquidx, entered into a joint venture agreement and a non-disclosure agreement (NDA) with the corporate Defendants (Altana and Brevent) in connection with setting up a proposed Venezuelan distressed debt fund. The joint venture ended without a fund being launched. Altana went on to set up its own fund focussed on distressed Venezuelan debt, called ACOF. Illiquidx alleged that this involved the misuse of its confidential information.

The NDA protected very broad categories of information, subject to an exception for information in the “public domain”. Mr Justice Rajah held that “public domain” in the NDA had its usual meaning in the law of confidentiality, and that the breadth of the contractual definition of confidential information did not mean that the exception also had to be given a wider meaning.

The confidential information relied on by the Claimants was the opportunity to set up a fund that was compliant with US Venezuela-related sanctions, to exploit undervalued Venezuelan debt. Mr Justice Rajah held that this business opportunity was confidential information protected by the NDA. It was not widely known in the market, and was not “staggeringly basic” as the Defendants claimed.

Although much of the information was publicly available and could be found if one looked, the collation of that information to formulate a rationale for the idea of a sanctions compliant fund to invest in distressed Venezuelan debt was not in the public domain. More detailed material in presentations which had been sent to selected potential investors was not in the public domain: it was not generally accessible to the public, or to other investors who did not receive the presentations, or to competitors.

The claims for breach of the NDA, and misuse of confidential information and trade secrets succeeded against the corporate defendants. Claims for copyright infringement, and against individual directors, were dismissed.

Andrew Green KC and Mark Vinall acted for Illiquidx, instructed by RPC.

The judgment may be found here.