Confidentiality agreements: When the wording ejects even interested bona fide purchasers from ‘the Confidentiality Club’?

A recent High Court decision, (Richmond Pharmacology v Chester Overseas Ltd (et al.) [2014] EWHC 2692) involving Director duties under sections 172 and 175 of the Companies Act 2006, has also come to a fairly startling underlying conclusion, as to whether disclosure of confidential information to potential interested third party purchasers (even where third parties enter into non-disclosure agreements to preserve the primary confidences) could still amount to breach of confidence on the part of the primary party bound in confidence. The ordinary meaning of an obligation on each party to treat information as ‘strictly confidential all commercially sensitive information’, means exactly what it says on the tin; and that it may not be disclosed to anyone else. As Counsel in the case warned, in such transactions, the right to sell shares or other property to interested third parties would prove ‘entirely illusory’.

Please find attached a link to Mark Anderson’s IP Draughts Blog which explores the strictness of the conclusions in this case, and offers possible solutions in his Comments section.

IP Draughts Blog: