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James Brocklebank KC successfully defends M&A deal breach of confidence claim

18th May 2023

James Brocklebank KC successfully defends M&A deal breach of confidence and conspiracy claim.

Watchstone Group plc v PricewaterhouseCoopers LLP v Slater & Gordon (UK) 1 Ltd [2023] EWHC 1133 (Comm)

Following a three-week Commercial Court trial, Jacobs J has handed down judgment dismissing a £63 million breach of confidence claim arising from an M&A transaction.

The transaction involved the sale by an AIM listed UK company (Quindell plc, now known as Watchstone Group plc) of its professional services division to Slater & Gordon (UK) 1 Ltd for £645 million. The transaction completed in May 2015. Following substantial previous Commercial Court proceedings arising from the acquisition, Watchstone brought proceedings against its advisor, PricewaterhouseCoopers LLP, alleging it had disclosed confidential information to one of S&G’s advisors during a meeting in January 2015 as part of an unlawful conspiracy with S&G. It was alleged that S&G had misused the confidential information to enable it to secure a lower price for the acquisition. S&G was joined to the proceedings by PwC as a Part 20 defendant.

The claims failed in their entirety and the Part 20 claim was dismissed. Jacobs J held that there was no breach of confidence by PwC, the information Watchstone relied upon had not been passed on to S&G and in any event the allegedly confidential information had no impact on the negotiations or the price paid. The Judge observed that Watchstone’s case lacked any factual substance and its case on causation failed on multiple levels.

James (instructed with junior, Ian Bergson of Fountain Court) acted for Slater & Gordon (UK) 1 Ltd, instructed by Jeremy Mash of CMS Cameron McKenna Nabarro Olswang LLP.

Please click here for the judgment.