Court of Appeal upholds ruling that fund manager misused confidential information

14/07/26

The Court of Appeal has dismissed an appeal against a judge’s finding that a fund manager and a consultant misused confidential information when they set up a fund to invest in Venezuelan debt.

Illiquidx approached Altana (a fund management company) and Brevent (a consultant) with a proposal to establish a Venezuelan debt fund. The parties entered into a joint venture agreement and a non-disclosure agreement (NDA). The joint venture came to an end without a fund being launched, but Altana went on to set up its own fund focussed on Venezuelan debt, called the Altana Credit Opportunities Fund (ACOF). Illiquidx claimed that in setting up ACOF, the defendants breached the NDA and misused Illiquidx’s confidential information.

In February 2025 the High Court concluded that Altana and Brevent acted in breach of contract, breach of confidence and breach of the Trade Secrets Regulations in setting up ACOF. The NDA protected broad categories of information, subject to an exception for information in the “public domain”. Mr Justice Rajah interpreted the expression “public domain” as bearing the same meaning the courts have applied in the context of equitable obligations of confidence. The judge found that Illiquidx’s strategy of setting up a sanctions compliant fund to invest in undervalued Venezuelan debt was not in the public domain.

Altana and Brevent appealed, arguing that the expression “public domain” should have been interpreted as meaning any information which was available or had been disclosed without being subject to a duty of confidentiality; and that the circulation of marketing materials to investors during the joint venture put the information into the public domain.

The Court of Appeal (Arnold, Zacaroli and Miles LJJ) dismissed the appeal on all grounds. The Court of Appeal re-affirmed that where a professionally drafted contract uses a term with a well-established meaning in the general law, the obvious inference is that the parties intended that expression to bear its usual meaning. In the equitable law of confidence, confidentiality is not an absolute concept: “relative inaccessibility can suffice to make information confidential rather than in the public domain”. The Court of Appeal rejected the appellants’ submission that this interpretation of “public domain” was unworkable and uncommercial, noting that although the test is fact-sensitive and there may be “grey areas”, the same is true of many tests contained in commercial contracts. Nothing in the NDA suggested that the parties intended “public domain” to bear a different meaning. There was no basis for the Court of Appeal to interfere with the judge’s evaluative assessment that sending marketing materials to selected investors did not put the information into the public domain.

The case will now proceed to determine issues of quantum.

The judgment can be found here.