STLC Europe Thirteen Leasing Limited v Qatar Airways Group QCSC

Mrs Justice O’Farrell:

1. The court has been asked to determine points in dispute between the parties as to the draft terms of a confidentiality ring order (“CRO”). Both parties have submitted written submissions and comments for consideration on the papers.

2. The dispute in these proceedings arises out of the leasing of two Airbus A330 aircraft by the claimant to the defendant during the period 2017 to 2023. As a result of the Russian invasion of Ukraine in 2022, sanctions were imposed on the claimant and its parent companies. Following the imposition of sanctions, the defendant took the aircraft out of service. The claimant claims in these proceedings outstanding payments of rent, damages in respect of the failure to maintain the aircraft and end-of-lease compensation against the defendant. The defendant counterclaims additional storage costs whilst the aircraft were out of use and loss of profits.

3. There is a large measure of agreement as to the provisions of the draft CRO. The issues in dispute concern: i) the definition of “Confidential Information” for the purpose of the CRO; ii) the classes of person falling within the definition of “Confidentiality Ring Members” and liability for compliance; iii) terms of the undertaking; iv) procedure for designation of Confidential Information; v) procedure for challenge to confidentiality designations; vi) protocol for production of Confidential Information. Applicable principles

4. A comprehensive and helpful review of the relevant authorities is contained in Oneplus Technology (Shenzhen) Co, Ltd v Mitsubishi Electric Corp [2020] EWCA Civ 1562 (CA) per Floyd LJ at [21]-[40]; JC Bamford Excavators Limited v Manitou UK Limited [2023] EWCA Civ 840 per Arnold LJ at [71]-[97]; and Aurora Cavallari & Ors v Mercedes-Benz Group AG & Ors [2024] EWHC 190 (Comm) per Cockerill J at [22]-[50].

5. There is no material dispute as to the applicable legal principles in this case, which can be summarised as follows.

6. First, the principle of open justice is a fundamental aspect of English law: Dring v Cape Intermediate Holdings Ltd [2019] UKSC 38 per Lady Hale at [43]; Scott v Scott [1913] AC 417 (HL).

7. Second, in furtherance of the principle of open justice, each party should have unrestricted access to the case against it, including the other party’s disclosure: Al Rawi & Others v The Security Service & Others [2011] UKSC 34 per Lord Dyson at [11]; Libyan Investment Authority v Société Générale SA [2015] EWHC 550 (QB) per Hamblen J at [20].

8. Third, all parties have the benefit of the protection offered by the collateral undertaking at CPR 31.22 regarding the use of documents disclosed in the course of proceedings. In the vast majority of cases and for the vast majority of documents, the undertaking will be sufficient protection: One Plus (above) per Floyd LJ at [1].

9. Fourth, the principle of open justice is not absolute. An established basis for derogation from the normal rule of open justice is the protection of confidential information, defined in general terms as information not in the public domain, the release of which the owner reasonably believes would destroy its value or cause harm: Thomas Marshall v Guinle [1979] Ch 227 per Sir Robert Megarry VC at p.248. However, confidentiality orders are the exception rather than the general rule and must be justified: Cavallari v Mercedes (above) at [25]-[26].

10. Fifth, the imposition of a confidentiality ring and, if so, its terms, generally requires the court to balance the interests of the receiving party, in having the fullest possible access to relevant documents, against the interests of the disclosing party, or third parties, in the preservation of their confidential information: Oneplus (above) at [39]. Definition of Confidential Information

11. The extent to which there is agreement on the definition of confidential information is set out in the draft CRO as follows: “1.2 “Confidential Information” means: 1.2.1 information of a nature consisting in one or more of the Confidential Categories, that belongs to a Party and is designated by that Party as confidential on grounds that the Party reasonably believes that the disclosure of the information, otherwise than in the course of this litigation, will significantly harm its legitimate business interests and/or those of a Third Party. … 1.4 “ Confidential Documents ” means documents which are designated by a Party as containing Confidential Information and which are disclosed by a Party under the Confidentiality Ring created under this Order and, if challenged in accordance with paragraphs ‎ […] below, are determined by the Court to be confidential, and shall include all copies, summaries, extracts and other representations of any kind of the Confidential Documents and Confidential Information.”

12. The claimant seeks to add to the “Confidential Categories” in paragraph 1.1 the following: “1.1.1 Applications made to Office of Foreign Assets Control (“ OFAC ”) or the US State Department (“ USSD ”) in order to allow the payment of Rent in relation to, and maintenance, of the Aircraft, together with any supporting documents including discussions with and/or indications given by OFAC or the US State Department; 1.1.2 Final decisions received from OFAC or the USSD;”

13. The claimant has explained the basis on which it seeks protection for this information as confidential, in a letter dated 17 February 2026 and in its submissions dated 23 February 2026. It is said that the applications, discussions and decisions are private documents not in the public domain. This is shown, in particular, by the fact that such documents are exempt from disclosure under the U.S. Freedom of Information Act. The claimant reasonably believes that the disclosure of the information will significantly harm its legitimate interests and those of the Joint Liquidators, other entities in the GTLK Europe Group, OFAC and the USSD. The applications have been made in the context of the liquidation and therefore contain sensitive business information, including proprietary data, financial details and internal business strategies regarding the liquidation processes. Further, the ability to obtain licences from OFAC and the USSD depends on the ability to converse candidly with them; implicit in such candour is an expectation of confidentiality. Any violation of this expectation of confidentiality could jeopardise the relationship with OFAC and the USSD.

14. The defendant’s position is that the claimant has not explained how the US sanctions materials meet the test for departing from the principle of open justice. It submits that the whole point of a sanctioned party seeking a licence is to be able to show that licence to third parties with whom it wishes to transact. It is thus difficult to understand why the claimant considers final decisions on licence applications to be so sensitive as to require them to be disclosed into a CRO. The fact that US freedom of information laws may be subject to an exemption in relation to materials submitted to OFAC or the USSD in connection with sanctions implies no more than recognition that the information may be confidential; not that it all must be confidential.

15. The court is satisfied that the documents referred to in the claimant’s proposed paragraphs 1.1.1 and 1.1.2 are justified as confidential information that requires the protection of the confidentiality ring. First, the claimant has explained the nature of the communications in question sufficient to meet the test for confidential information; in particular, the sensitivity of details affecting the liquidation process. Second, the purpose of an exemption licence would explain the claimant’s attempts to obtain such licence; it does not follow that it would wish to make public all communications regarding such licence, including any final decision. Third, the claimant’s reliance on the US freedom of information exemption is supportive of its case, but not conclusive, that the information is confidential.

16. For those reasons, paragraphs 1.1.1 and 1.1.2 are included in the CRO. It is not necessary to repeat this provision by the insertion of the proposed paragraph 1.2.2. Confidentiality Ring Members

17. Confidentiality Ring members include: (i) client representatives, external legal advisers and counsel who have signed a confidentiality undertaking and are listed in Part A of the Schedule; (ii) necessary secretarial and support staff working under supervision of the individuals listed in Part A; and (iii) external eDiscovery or litigation support engaged by the Claimant in connection with the proceedings.

18. Paragraph 1.5.2 sets out the terms on which necessary secretarial and support staff are Confidentiality Ring Members: “Necessary secretarial and support staff under supervision of those identified in paragraph ‎1.5.1 above, provided that such personnel have been informed of the confidential nature of the Confidential Documents and terms of Part B of the Schedule to this Order and that their access to the Confidential Documents is limited by IT security measures which prevent access by anyone else ”

19. The defendant seeks to add to paragraph 1.5.2 the following provision: “and that the Confidentiality Ring Members shall always be liable for compliance by those staff with the terms of the undertaking and for the consequences of any breach by these staff members”.

20. The claimant opposes this provision on the basis that the secretarial and support staff are not themselves required to give the undertakings. The court is satisfied that it would be unduly onerous to impose on the persons listed in Part A of the Schedule liability for compliance (or failure to comply) on the part of others. Sufficient protection is afforded through the requirements to inform the secretarial and support staff of the confidential nature of the information and the undertakings given by their supervisors, together with the security measures in place.

21. The defendant seeks to add a restriction to the class of Confidentiality Ring Members who are external eDiscovery or litigation support, by excluding sub-contractors from paragraph 1.5.3. As the claimant points out, this category will necessarily involve sub-contractors external to the claimant. Therefore, the additional restriction is deleted. Terms of the undertaking

22. The defendant seeks to impose a restriction on the claimant Confidentiality Ring Members by a new paragraph 3 in the undertaking, namely: “(In respect of Confidentiality Ring Members proposed by the Claimant only): I confirm that I am not currently involved in any commercial, strategic, fleet planning, pricing, network planning or financial decision-making functions for an airline, whether as an adviser or otherwise, and that I will engage in any such activities for a period of 12 months after I have completed all of my obligations under paragraphs 8 and 9 below.”

23. The defendant has failed to provide any justification for this proposal, particularly in circumstances where it would apply to the claimant but not apply to the defendant. If this were to be included, the court would make it applicable to both parties. The defendant has not identified any particular risk to its business. Paragraphs 1, 2, [4] and [5] of the undertaking already preclude any misuse of the confidential information or documents the subject of the CRO. In those circumstances, the proposed additional restriction is unjustified and paragraph 3 is deleted.

24. The defendant seeks to include specific security measures that should be adopted to prevent unauthorised access to the confidential information at paragraph 6 (now paragraph 5) of the undertaking: i) No Confidential Documents or Confidential Information shall be stored on personal devices unless it is encrypted. ii) No Confidential Documents or Confidential Information shall be printed unless strictly necessary, and any such printed materials will be kept in a locked filing cabinet when not in use. iii) No Confidential Documents or Confidential Information shall be stored or transmitted outside of secure document management systems and access to the Confidential Documents or Information shall at all times be IT-limited to Confidentiality Ring Members. iv) No Confidential Documents or Confidential Information shall be uploaded to or processed by any artificial intelligence tools or data storage systems which are outside the control of the Confidentiality Ring Members. v) Confidential Documents or Confidential Information shall be accessed on electronic devices on which users’ access is confirmed by multi factor authentication. vi) The access and processing of Confidential Documents and Confidential Information shall be logged, auditable, and traceable.

25. The defendant’s proposals are sensible, reasonable and proportionate. The claimant has not identified any technical barriers that would make compliance with these requirements impracticable. Stipulating the measures that the parties are expected to take to prevent unauthorised access to the confidential information and documents reduces the risk of any unintentional release.

26. There is a dispute between the parties as to whether paragraph 7 (now paragraph 6) of the undertaking should require details of protective measures to be given to the other party “on request” as proposed by the defendant or “on reasonable request” as proposed by the claimant. Any requests for details of steps taken by the other party should be reasonable. Therefore, the undertaking to provide such information should be in response to a reasonable request.

27. There is a dispute as to whether paragraph 8 (now paragraph 7) of the undertaking should include a requirement for confidentiality ring members to “certify” or “confirm” completion of the steps taken to prevent unauthorised access to the confidential documents. In the context of the undertaking, confirmation is sufficient to safeguard confidentiality.

28. The defendant seeks to add an additional paragraph 9 (now paragraph 8) of the undertaking: “In the event of any breach of this undertaking by me I shall indemnify on demand the affected Party against any reasonably foreseeable loss caused to that Party by my breach of this undertaking”.

29. As submitted by the claimant, this is inappropriate and punitive, particularly as the circumstances in which a breach of the undertaking might occur would be various and fact-specific. However, I consider that it would be appropriate to include a disclosure and co-operation provision to apply in the event of a breach, namely: “In the event that I become aware of any suspected, actual or threatened unauthorised access, use, copying or disclosure of the Confidential Information or Confidential Documents, to immediately notify both parties (through their legal representatives) with full details of such unauthorised access, use, copying or disclosure, and I will provide all reasonable assistance requested by the party to whom the Confidential Information or Confidential Documents belong in relation to such unauthorised access, use, copying or disclosure.” Designation of Confidential Information

30. It is agreed that the parties may designate a document, or information contained in a document, as Confidential Information and/or a Confidential Document, by identifying the document/information in the disclosure lists and giving details explaining the basis for such designation. There is a dispute as to whether such details should be set out in the disclosure list, as proposed by the defendant, or set out separately in writing, as proposed by the claimant.

31. I consider that each party may choose the most appropriate and efficient method of producing these details, provided that, if the details are set out separately from the disclosure list, they cross-refer to the relevant entries in the disclosure list. It must be readily apparent to the reader the precise basis on which confidentiality is claimed for specific documents or information. Challenge to designation of Confidential Information

32. The parties agree that provision should be made for challenges to the designation of information and documents as confidential. I accept the claimant’s submission that a short, written procedure should be included in the CRO but include provision for either party to request the court to fix an oral hearing and/or revise the procedure where appropriate. Protocol for Confidential Documents and Confidential Information

33. The parties agree that it is necessary to have a protocol for disclosure and production of the documents in the proceedings. The proposals by the defendant are a sensible starting point. Therefore, they are included in the CRO. However, liberty to apply has been included in the CRO. It is open to the claimant to apply to the Court to vary any of the provisions if they are incompatible with its e-disclosure platform or there are any other difficulties in complying.