Wrotham Park damages of €10 million awarded for breach of confidence claim

09/10/14

On 24 September 2014, Hildyard J handed down a 321 page judgment in CF Partners (UK) LLP v. Barclays Bank PLC and Tricorona AB, a claim concerning breach of confidence by an investment bank in the context of a M&A deal. The case was one of The Lawyer’s Top 20 cases for last year and the trial in the Chancery division lasted from May to July 2013.

CF Partners, an advisory and investments firm which specialised in the energy markets, claimed to have identified a confidential and valuable business opportunity to acquire Tricorona, a Swedish carbon company, by way of a leveraged buy-out. Tricorona’s main asset was its carbon credit portfolio.  CF Partners approached Barclays to finance the deal and claimed to have provided Barclays and Tricorona with confidential information relevant to the opportunity.

CF Partners’ deal did not proceed, but Barclays went on to acquire Tricorona for its own account. CF Partners alleged that Barclays did so by misusing confidential information that it had received from CF Partners. CF Partners also alleged that Tricorona had misused its confidential information.  Barclays and Tricorona denied that any information they received was confidential, and also denied misuse.

The Judge held that both Barclays and Tricorona had misused CF Partners’ confidential information in order to establish a strategic relationship between them which paved the way for Barclays’ acquisition of Tricorona.

To assess damages, the Judge considered what the outcome would have been of a hypothetical negotiation between the parties to release Barclays and Tricorona from their obligations of confidence (such damages are known as Wrotham Park damages). The Court found that, taking into account all the relevant factors, the parties would have agreed a figure of €10 million, and awarded CF Partners damages in that amount.

The judgment is here.