Titan Wealth Services Limited & Anor v Tavistock Investments PLC & Ors

MR JUSTICE BRYAN: A. INTRODUCTION

1. The parties appear before the Court today, on the hearing of the following applications: (i) The application of the Defendants dated 17 June 2025 for permission to amend their Defence and Counterclaim ("ADCC"), including joining another group entity related to the Claimants, Titan Wealth Holdings Ltd ("Titan WH") (collectively the "Amendment Application"). (ii) The Claimants’ application for summary judgment and/or strike-out dated 1 August 2025 (the "SO/SJ Application"); and (iii) Titan WH's jurisdiction challenge under CPR 11, which was also made on 1st August 2025 the ("Jurisdiction Challenge").

2. In terms of the order in which the applications are to be heard, in joint correspondence to the Court dated 26 November 2025, the parties agreed, subject to the approval, of the Court that: "...the Jurisdictional Challenge ought to be heard alongside the Amendment Application .... with the SO/SJ Application to follow, to the extent required in light of the outcome of the Jurisdictional Challenge and Amendment Application. "

3. I indicated at the outset of the hearing that I considered that this was the sensible way to proceed. In the context of the fact that all the applications have to be dealt with within the allocated one-day hearing, this inevitably means it is necessary to give an extempore judgment on the Jurisdiction Challenge and Amendment Application during the course of the hearing, in the light of which it may or may not be necessary to proceed to hear and determine the SO/SJ Application.

4. At the outset of the hearing, I discussed that approach with counsel for the parties, Ms. Day KC on behalf of the Defendants and Mr. Khan KC on behalf of the Claimants. They both agreed that that was the appropriate and sensible way forward.

5. I am also invited to give case management directions to the trial (which has been fixed for mid-June 2027), the previous directions having been stayed pending the determination of the applications. At the end of this hearing, I will make such case management directions. B. THE EVIDENCE

6. There is before me the following evidence: (i) The second witness statement of Yasseen Gailani dated 1 August 2025 ("Gailani 2"), a partner in Quinn Emanuel, on behalf of Titan Parties in opposition to the Amendment Application and in support of the SO/SJ Application and the Jurisdiction Challenge, which runs to no less than 55 pages (71 including a Schedule 1 thereto) and exhibit YG2 of 1,285 pages. (ii) The second witness statement of Nicholas Hillyard dated 3 October 2025 ("Hillyard 2"), a partner in DAC Beachcroft, on behalf of the Defendants in response to Gailani 2, which runs to some 31 pages (plus a two-page appendix 1). (iii) The first witness statement of Oliver Cooke of the Defendants dated 30 September 2025, which identifies what are said to be disputed factual issues in relation to the Aspira Counterclaim (as defined below) of nine pages. (iv) The first witness statement of Benjamin Raven the Defendants 3 October 2025 ("Raven 1"), which identifies what are said to be disputed factual issues in relation to the MPS Counterclaim (as defined below) of eight pages. (v) The first witness statement of Vanessa Taylor-Byrne a legal director at DAC Beachcroft ("Taylor-Byrne 1"), addressing procedural criticisms levelled against the Defendants in Gailani 2 (of 15 pages). (vi) The third witness of Yasseen Gailani in reply to the Defendants' aforesaid evidence, and as further evidence in response to the Amendment Application, of 23 pages with exhibit YG3 of 121 pages.

7. As part of my pre-reading, I was invited to read and have read, all such evidence. I would simply observe at the outset that in relation to the Amendment Application and associated SO/SJ Application where the Court is not conducting a "mini trial", and is focusing upon whether there is a real, as opposed to a fanciful, prospect of success as opposed to the wider underlying merits of any particular claim after disclosure and factual witness statements at trial, any relevant factual evidence in relation to such applications ought to be capable of being expressed in short order. Whilst evidence can be given on information and belief, if it descends into hearsay factual evidence on what are contested factual matters, that is unlikely to augur well for any opposition to an Amendment Application still less in favour of a SO/SJ Application (see Skatteforvaltningen (the Danish Customs and Tax Administration) v Solo Capital Partners LLP (" Skatt ") [2020] 4 WLR 98 , at [91]).

8. I would also note at the outset that the Applications Bundle runs to no less than 2,280 pages, accompanied by a Case Management Bundle running to 1,148 pages and a Joint Authorities Bundle running to 1,183 pages with some 30 authorities cited (in neither chronological nor alphabetical order and omitting some authorities referred to in the Skeleton Arguments) plus statute and textbook references many (although not all of which) address principles which are well established and capable of being expressed in short order supported by a limited number of often cited authorities.

9. Set against the backdrop of the witness evidence and bundles I have identified above, I have before me Statements of Costs (Summary Assessment) from both the Claimants and the Defendants in relation to what is a one-day hearing. The Claimants claim a total of £925,812.60. The Defendants claim a total of £412,391.53. I address the question of costs at the end of this judgment. C. BACKGROUND C.1 The Parties' Relationships

10. The First Claimant ("Titan Wealth") is a private limited company incorporated in Jersey which provides wealth management and administration services.

11. The Second Claimant ("Titan AM"), together with Titan Wealth (the "Claimants") is a private limited company incorporated in the UK which provides investment management services. It is wholly owned by Titan Wealth. It was formerly known as Tavistock Wealth Limited. It owns and manages ( inter alia ) a series of investment funds known as the "Acumen Funds".

12. The First Defendant ("Tavistock Plc") is a public limited company incorporated and registered in the UK and is the holding company of a financial services group – the Tavistock Group.

13. The Second Defendant ("Tavistock AM") is a private limited company incorporated in the UK and provides a Model Portfolio Service ("MPS") pursuant to which it manages a series of Model Portfolios, including the Tavistock Profiles portfolio, which at all material times exclusively invested in the Acumen Funds.

14. The Third Defendant ("BSR") is and was at all material times a director of Tavistock AM with the title of Managing Director.

15. The Fourth Defendant ("SMM") is and was at all material times a director of Tavistock AM with the title of Business Development Director.

16. The Fifth Defendant ("BKR") is and was at all material times the Chief Executive and a director of Tavistock Plc and Tavistock AM.

17. AM, BSR, SMM and BKR are referred to collectively as the "Defendants".

18. Titan Wealth and Tavistock Plc entered into a Share Purpose Agreement ("SPA") on 12 June 2021 by which Titan Wealth acquired the share capital of Titan AM. The SPA had a completion date of 27 August 2021.

19. Prior to completion, Titan AM (whilst known as Tavistock Wealth Limited), operated a discretionary fund management business and MPS. The sale of Titan AM did not include the MPS which was retained by Tavistock Plc and subsequently housed in Tavistock AM.

20. Titan AM and Tavistock AM then contracted under an Outsourced Management Agreement dated 21 September 2021 (the "OMA") for Titan AM to provide certain investment management services to Tavistock AM in respect of the MPS.

21. As at the completion date of the SPA, Titan AM had approximately 1.01 billion in funds under management, of which £110 million was directly invested in the Acumen Funds, and £900 million was invested within the MPS. Of the £900 million invested in the MPS, approximately £830 million was invested in the Tavistock Profiles (and therefore in the Acumen Funds). C.2 The Claims and Counterclaims

22. It is not in dispute that from around June 2022 onwards, the performance of the Acumen Funds declined. The causes and consequences of the fall-off – and the large exodus of investments which followed – are at the heart of this case.

23. The claims and counterclaims are addressed in the Agreed Case Memorandum. It is necessary to set out the parties’ respective claims and counterclaims in some detail at this point so as to place the applications in context.

24. In summary, the Claimants contend that: (i) By Tavistock Plc's establishment and operation of a company, Asset Lab Limited ("Asset Lab"), which included signing agreements with investment management firms operating in competition with the Titan AM, Tavistock Plc was in breach of the restrictions contained in Clause 11 of the SPA. (ii) There was an implied term of good faith and fair dealing contained in the OMA which along with other terms Tavistock AM breached by orchestrating series of systemic and high value redemptions from the Acumen Funds (the "Redemptions") and diverting (or planning to divert) those funds into alternative funds or Model Portfolios run by third parties to the detriment of Titan AM. (iii) Tavistock Plc made false representations to Titan Wealth to induce it to make payments of deferred consideration under the SPA which the Titan Wealth would otherwise have been excused from paying on account of the Tavistock Plc's breach(es) of the SPA, and of which Titan Wealth seeks restitution. (iv) The Defendants entered into an unlawful means conspiracy in relation to the Redemptions with the predominant purpose of harming the Claimants. (v) Tavistock Plc's purported termination on 4 December 2023 of the SPA for alleged repudiatory breach relating to the performance of the Acumen Funds was unlawful and itself a repudiatory breach of contract which was accepted on 9 April 2024. (vi) Tavistock AM did not validly exercise the contractual termination provision in the OMA because it did so in bad faith.

25. The Defendants deny the Claimants’ claim in full. In summary the Defendants contend: (i) The Redemptions were not orchestrated or otherwise caused by the Defendants (nor was there any conspiracy in relation to them), but rather they were a product of poor performance of the Acumen Funds and of investors deciding themselves to redeem funds. Certain of the Redemptions which took place between 8 February 2024 and 12 April 2024 were the result of Tavistock AM re-balancing the Tavistock profiles by removing the Acumen Fund(s) (or blend of Funds) with each Model Portfolio invested in and substituting alternative fund(s) which met the published requirements for each Model Portfolio (the "Rebalancing Redemptions"). The Rebalancing Redemptions were properly and lawfully carried out in light of sustained underperformance of the Acumen Funds. (ii) Asset laboratories activities were not in competition with Titan AM and it was merely set up as a mitigation measure to the benefit of both the Claimants and the Defendants given that customers were redeeming funds from the Acumen Funds. (iii) Asset Lab was proposed to try to ensure that if or when the performance of the Acumen Funds improved, it might be possible for the funds invested in line with Asset Lab's quality assurance to be reinvested in the Acumen funds to the benefit of both Tavistock and Titan, more easily than if a third-party product had been used. (iv) In any event, even if Asset Lab involved a breach of the SPA, any breach would not have been material. For example, Asset Lab received a total of £71.94 in licence fees before it was shut down, which was refunded in full. (v) The performance of the Acumen Funds by the time of December 2023 amounted to a repudiatory breach of the SPA by Titan Wealth and Tavistock Plc was entitled to and did terminate the SPA on 4th December 2023. (vi) Tavistock AM did not breach the OMA. It was also entitled to and did give valid notice of the termination of the OMA on 2 April 2024, which was not in bad faith, and in any event Tavistock AM was not obliged to exercise its contractual termination rights in good faith or any other particular manner. Titan Wealth was obliged under the SPA to pay the deferred consideration to Tavistock Plc when it did so, and Tavistock Plc had reasonable grounds to (and did) believe that the alleged representations it made were true. In any event: a) the alleged representations were not actionable representatives of fact; and b) Titan Wealth could not have relied on those alleged representations in making the Deferred Consideration payment.

26. In relation to the Defendants' counterclaim, the Defendants contend, in summary, that: (i) Titan Wealth's acquisition of two companies (Cardale, renamed Titan Private Wealth Limited, and Baggette, renamed Titan Investment Solutions Limited, ("TISL")), which operated in competition with Titan AM amounted to breaches of Schedule 5, Part 3 of the SPA. (ii) Titan Wealth management of new funds – the Mazarin Funds (via Titan Investment Solutions) and the Titan Equity Growth Fund alongside the Acumen Funds – amounted to breaches of Schedule 5, Part 3 of the SPA, which required that the Titan Wealth, inter alia , not to make material changes to the nature or scope of Titan AM's business. (iii) Titan Wealth transferred the role of investment manager of the Acumen Funds from Titan AM to TISL, which amounted to breaches of Schedule 5, Part 3 of the SPA. (iv) Titan Wealth owed a duty of confidence in respect of financial due diligence information regarding LEBC, enforceable by Tavistock Plc, either contractually on the basis of a letter from an accounting firm, Crowe UK LLP ("Crowe"), dated 13 April to 2022 or pursuant to a prior agreement to that effect between the parties, alternatively on an equitable basis. Titan Wealth acted to prevent Tavistock Plc's acquisition of LEBC and used confidential information provided to it in breach of its duty of confidence and in breach of contract. (v) The aforementioned alleged breaches of contract, as well as the sustained poor performance of the Acumen Funds generally amounted to repudiatory breaches of contract for which the Defendants were entitled to terminate the SPA.

27. The Claimants deny the Defendants' Counterclaim in full. In summary, the Claimants contend: (i) Cardale and Baggette were not competing businesses and their acquisition was thus not in breach of the restrictions contained in the SPA. (ii) The Claimants' management of additional funds and use of TISL were not in breach of the restrictions contained in the SPA. (iii) The performance of the Acumen Funds could not amount to a repudiatory breach of contract. There was no duty of confidence owed by Titan Wealth to Tavistock Plc (or one otherwise enforceable by Tavistock Plc) and accordingly no breach of any such duty.

28. Standing back from the issues, and in summary, the Claimants say that the decline of the performance of the Acumen Funds was caused by a conspiracy among the Defendants to divide assets to a rival business called Asset Lab. The Defendants say Titan AM mismanaged the Acumen Funds, that losses were caused by that mismanagement, and Asset Lab was no more than a nascent business which, had it ever got off the ground properly, was intended to mitigate the losses caused by Titan AM's mismanagement. The Defendants claim damages for the losses suffered as a result of the mismanagement of the Funds, which the Defendants say was caused by an overaggressive accumulation of businesses by Titan AM, diverting attention away from managing the funds in breach of contract.

29. The Defendants also say that Titan AM abused its position of trust by poaching the opportunity to acquire a successful business from the LEBC Group. It did so by misusing confidential information which had been provided to it by Tavistock Plc on the basis that Titan AM would fund Tavistock's acquisition of the LEBC Group's business. Instead, Titan AM took that business for itself (defined by the Defendants as the "Aspira Counterclaim").

30. The Defendants seek to advance the following causes of action as part of the Aspira Counterclaim (using the definitions ascribed thereto by the Claimants): (i) The Crowe Letter Claim: This is a claim against Titan Wealth for breach of a letter (the "Crowe Letter") sent to Titan Wealth (and Tavistock Plc) by Crowe regarding a due diligence report that Crowe had prepared in relation to LEBC (the "Crowe Report"). (ii) The Prior Agreement Claim: This is a claim for a breach of an alleged "prior agreement" between Titan Wealth and Tavistock Plc that is said to have arisen "from the parties' conduct in sharing confidential information and agreeing the terms on which [Titan Wealth] could use [Tavistock Plc] due diligence analysis" (the "Alleged Prior Agreement"). (iii) The SPA Claim: This is similar to the Prior Agreement Claim, save that the relevant obligation is said to arise under an alleged implied duty of good faith and fair dealing under the SPA, rather than under the Alleged Prior Agreement. (iv) The Equitable Claim: This is a claim for breach of an alleged equitable duty of confidence said to be owed by Titan AM to Tavistock Plc in circumstances where Titan Wealth knew or ought to have known that "the information received by it in connection with its proposed funding of [Tavistock Plc's] intended acquisition" of LEBC was confidential.

31. The Defendants' proposed amendments in the ADCC concern: (i) further particularisation and development of the already pleaded Aspira Counterclaim (as addressed below) and; (ii) new heads of claim arising from what is said to be the discovery that Titan had misused confidential information and copyright works to create its own MPS, mirroring that of Tavistock, despite having previously decided not to acquire the Tavistock MPS during the SPA transaction (defined as the "Titan MPS Counterclaims").

32. These are the two elements of the counterclaim which the Tavistock parties seek to amend and the Titan parties seek to have summarily dismissed. C.3 The Procedural History to Date

33. The Claim Form was issued on 17 September 2024 with the Particulars of Claim being served on 17 September 2024. The Defence and Counterclaim was served on 2 December 2024. The Claimants then served a First RFI on 16 December 2024 (in circumstances in which the Claimants considered the DCC to be defective) to which the Defendants served a response on 17 January 2025. The Claimants considered those responses to be unsatisfactory and served a Second RFI on 27 January 2025, to which the Defendants served a response on 10 February 2025 (which the Claimants also considered was unsatisfactory).

34. The Reply and Defence to Counterclaim was served on 7 February 2025 and the Defendants' Reply to the Defence to Counterclaim was served on 27 February 2025.

35. At the First CMC, Richard Salter KC, sitting as a Deputy High Court Judge, ordered the Defendants to provide further information regarding the basis for the Prior Agreement Claim (the "First CMC Order") and the "Court Ordered FBPs".

36. On 11 April 2025 the Defendants (after replacing their previous leading counsel to form the current counsel team) provided further information in response to the First CMC Order. This alleged that the Alleged Prior Agreement arose in circumstances where, at a meeting in March 2022 a representative of the Tavistock Group provided a representative of the Titan Group with a USB drive containing: (i) an Excel spreadsheet (the "Master Model") containing a financial model for, inter alia , revenue and EBITDA for Tavistock, a subsidiary of LEBC known as Hummingbird Limited ("Hummingbird"), and LEBC (excluding Hummingbird) in 2022 as well as projections for 2023 and 2024 and; (ii) an Excel spreadsheet containing the data underlying the figures for LEBC (excluding Hummingbird) in the Master Model (together the "USB Information").

37. The Defendants issued the Amendment Applications on 17 June 2025. It was accompanied by an earlier draft of the ADCC, which was superseded by a further draft on 3 July 2025 and then by the draft which is under consideration at this hearing which was served on 3 December 2025.

38. The Defendants' amendments, so far as they are contested (defined as the "Contested Amendments") fall into the following categories: (i) Amending the Aspira Counterclaims in various respects , including by: (a) deleting the defined term " Confidential Information " in paragraph 151 of the DCC; (b) introducing in paragraph 143D, a new defined term, " LEBC Insight " , which is defined to mean " confidential and valuable insight as to the viability and potential profitability of the proposed acquisition of LEBC’s business " ; (c) pleading, in support of the Equitable Claim, essentially the same facts as were set forth in the Court-Ordered FBPs; (d) adding Titan WH as a new Defendant to the Prior Agreement Claim and the Equitable Claim; and (e) expanding the scope of relief sought, by asserting an entitlement to the profits derived by Titan Wealth and/or Titan WH in respect of the Aspira Acquisition. (ii) Introducing new claims in respect of the Aspira Acquisition (together with the amended versions of the existing Aspira Counterclaims, the " Amended Aspira Counterclaims " ), namely: a) The Acquisition Undertaking Claim: This is a claim against Titan WH for alleged breach of a letter agreement between Titan WH and Tavistock Plc executed in March 2022 (the "Acquisition Undertaking") in connection with a potential acquisition of Tavistock Plc by the Titan Group (the "Proposed Titan-Tavistock Acquisition"). It is broadly similar in nature to the Prior Agreement Claim and the SPA Claim, save that it is predicated on the Acquisition Undertaking. b) The UMC Claim: This is a claim for unlawful means conspiracy by Tavistock Plc against the Claimants and Titan WH. The essential allegation is that the Claimants, Titan WH, and LEBC unlawfully worked in combination from around May or June 2022 to ensure that the Titan Group acquired the assets of LEBC and that the Tavistock Group did not. c) The LEBC Insight Trade Secrets Claim: This is a claim against Titan Wealth and Titan WH for misuse of trade secrets within the meaning of Regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018, SI 2018 No. 597 (the "Trade Secrets Regulations"); and (iii) Introduced the Titan MPS Counterclaims, namely: a) The MPS Breach of Confidence Claim: This encompasses causes of action against Titan AM for breach of contract, equitable breach of confidence and misuse of trade secrets in relation to the Titan MPS; and b) The Factsheets Copyright Claim: This is a claim against Titan AM for copyright infringement in relation to certain "factsheets" relating to the Titan MPS (the "Factsheets"). D. THE APPLICABLE LEGAL PRINCIPLES D.1 Amendment

39. The applicable principles are well known and, subject to differences of emphasis between the parties, were, unsurprisingly, largely common ground.

40. CPR 17.3 gives the Court a broad discretionary power to grant permission to amend. The Overriding Objective is the most important consideration. The parties each referred to the detailed review of the case law that I undertook in the case of Invest Bank PSC v El-Husseini [2024] EWHC 1235 (Comm) at [24] to [54] (" Invest Bank ") (in the context of very substantial amendments made at the PTR stage) to which reference can be made. See also in this regard Amersi v Leslie [2023] EWHC 1368 (KB) at [140].

41. In summary, any amendment must have a real prospect of success. In general, however it is not otherwise appropriate to consider the strength of the proposed amendment: see CNM Estates (Tolworth Tower) Limited v Simon Peter Carvill-Biggs [2023] 1 WLR 4335 at [48] to [49] (Males LJ).

42. In CNM Estates v Carvill-Biggs supra, the Court of Appeal emphasised at [77] that: ".... unless it can be seen that a claim has no real prospect of succeeding, its merits should be determined at a full trial. The warnings against mini-trials apply with just as much force to applications to amend as they do to summary judgment or jurisdiction disputes."

43. As Judge Eyre QC (as he then was) stated in Scott v Singh [2020] EWHC 1714 (Comm) at [19]: "The new case set out in the proposed pleading must have a real prospect of success .... The approach to be taken is to consider those prospects in the same way as for summary judgment namely whether there is a real as opposed to a fanciful prospect of the claim or defence being raised succeeding. It would clearly be pointless to allow an amendment if the claim or defence being raised would be defeated by a summary judgment application. However, at the stage of considering a proposed amendment that test imposes a comparatively low burden and the question is whether it is clear that the new claim or defence has no prospect of success. The court is not to engage in a mini-trial when considering a summary judgment application and even less is it to do so when considering whether or not to permit an amendment."

44. Amendments should be appropriately particularised and not be an abuse of process. However, as Judge Eyre QC stated in Rose v Creativityetc Limited [2019] EWHC 1043 (Ch) at [50] (to which I referred with approval in Invest Bank ): "The test is comprehensibility and not elegance. The drafting of almost any pleading could be improved with hindsight and the task for the judge in assessing whether this precondition has been satisfied is not to assess the stylistic qualities of the draft but to see if it sets out the amending party's case in such a way that the other party knows the allegations it has to meet."

45. Where a pleading is adequate but could be further developed, the Part 18 jurisdiction may be used to address any deficiencies (see Invest Bank at [35] citing Various Air Finance Leasing Companies v Saudi Arabian Airline Corporation [2021] EWHC 2330 (Comm) at [15(c)]).

46. In the present case, the Claimants submit that the amendments are made late. In that context, the Claimants rely on the principles that I identified in Invest Bank at [46] to [48]: "46. Lateness of an amendment is a relevant factor which should be weighed in the balance. Lateness is a relative concept; an amendment is late if it could have been advanced earlier, or involves the duplication of cost and effort, or if it requires the opposing party to revisit any of the significant steps in the litigation (e.g. disclosure, witness statements and expert reports) - see CIP Properties at [19(a)]. Even if an amendment is merely 'late' rather than 'very late' there is a 'heavy burden' on the claimant to justify – see Nesbit Law Group v Acasta European Insurance [2018] EWCA Civ 268 at [41].

47. An application to make substantive amendments to a statement of case in the immediate lead up to a trial is, at the very least, a late amendment, and if it threatens the trial date itself it is a very late amendment (this is so even if, in contrast to the present case, the trial is still some way off).

48. A useful statement of the applicable principles in this regard was set out by Coulson J (as he then was) in CIP Properties, supra , in which Coulson J stated at [19] as follows: (a) … An amendment is late if it could have been advanced earlier, or involves the duplication of cost and effort, or if it requires the resisting party to revisit any of the significant steps in the litigation (such as disclosure or the provision of witness statements and expert's reports) … (b) An amendment can be regarded as 'very late' if permission to amend threatens the trial date, even if the application is made some months before the trial is due to start. Parties have a legitimate expectation that trial dates will be met and not adjourned without good reason. (c) The history of the amendment, together with an explanation for its lateness, is a matter for the amending party and is an important factor in the necessary balancing exercise. In essence, there must be a good reason for the delay … (e) The prejudice to the resisting parties if the amendments are allowed will incorporate, at one end of the spectrum, the simple fact of being 'mucked around', to the disruption of and additional pressure on their lawyers in the run-up to trial and the duplication of cost and effort at the other. If allowing the amendments would necessitate the adjournment of the trial, that may be an overwhelming reason to refuse the amendments. (f) Prejudice to the amending party if the amendments are not allowed will, obviously, include its inability to advance its amended case, but that is just one factor to be considered. Moreover, if that prejudice has come about by the amending party's own conduct, then it is a much less important element of the balancing exercise." D.2 Joinder

47. CPR 19.2(2) provides: "(2) The court may order a person to be added as a new party if– (a) it is desirable to add the new party so that the court can resolve all the matters in dispute in the proceedings; or (b) there is an issue involving the new party and an existing party which is connected to the matters in dispute in the proceedings, and it is desirable to add the new party so that the court can resolve that issue."

48. The application of CPR 19.2(2) to the facts of the present case is addressed in due course below. D.3 Summary Judgment

49. The Court may give summary judgment against a Claimant on the whole of its claim or on an issue in the claim if: "(a) it considers that the party has no real prospect of succeeding on the claim .... or issue; and (b) there is no other compelling reason why the case or issue should be disposed of at trial." (See CPR r. 24.3.)

50. As in the context of an application for permission to amend, the key question is whether the relevant claim has a "realistic" as opposed to a "fanciful" prospect of success. In assessing this, the Court must, "bear in mind the clarity of the evidence .... and the potential for other evidence to be available at trial which is likely to bear on the issues" (see King v Steifel [2021] EWHC 1045 (Comm) at [21]).

51. The most well known exposition of the applicable principles is that set out in Easyair v Opal Telecom Ltd [2009] EWHC 339 at [15]. In summary: (i) The Court must consider whether the Defendant has a "realistic" as opposed to a "fanciful" prospect of success; (ii) A "realistic" defence is one that carries some degree of conviction. This means it is more than merely arguable; (iii) In reaching its conclusion the Court must not conduct a "mini trial", but this does not mean that the Court must take without analysis everything that the Defendants say in their statements before the Court; (iv) In reaching its conclusion the Court must take into account not only the evidence placed before it on the application for summary judgment, but also the evidence that can reasonably be expected to be available at trial; (v) On the one hand, the Court should hesitate about making a final decision without a trial where reasonable grounds exist for believing that a fuller investigation into the facts of the case would add to or alter the evidence available at trial and so affect the outcome of the case; (vi) On the other hand, it is not uncommon for an application under CPR Part 24 to give rise to a point of law or construction and, if the Court is satisfied that it has before it all the evidence necessary for the proper determination of the question and that the parties have had an adequate opportunity to address it in argument, it should grasp the nettle and decide it. D.4 Strike-Out

52. The Court may strike out a statement of case where it "discloses no reasonable grounds for bringing .... the claim" or is "otherwise likely to obstruct the just disposal of the proceedings" see CPR r. 3.4(2)(a) to (b) and paragraph 1.4 of the Practice Direction 3A which provides that a "defence may fall within" r.3.4(2)(a) where "the facts it sets out while coherent would not amount in law to a defence to the claim even if true."

53. An application under CPR 3.4(2)(a) generally requires it to be shown that the claim or defence is bound to fail even if all the pleaded facts are established: see e.g. UBS AG v Rose Capital Ventures Limited [2018] EWHC 3137 (Ch) , 2019 2 BCLC 47, at [22] to [23].

54. In applying this power, similar principles apply as to Part 24 set out above (see The High Commissioner for Pakistan in the United Kingdom v National Westminster Bank [2016] EWHC 1465 (Ch) at [17]). D.5 Duties of Confidence

55. It is convenient to address the applicable principles in relation to duties of confidence when dealing with the associated amendments in relation thereto. E. THE APPLICATIONS E.1 The Jurisdiction Challenge

56. It is convenient to deal with the Jurisdiction Challenge at the outset, because I am satisfied that it is misconceived, is totally without merit, and should be dismissed.

57. The alleged basis on which jurisdiction is challenged is set out in the application notice of 1 August 2025 and is that: "The Court has no jurisdiction to try the claims advanced against Titan Wealth Holdings because .... the claims against Titan Wealth Holdings in the DADCC have no real prospect of success."

58. As explained in Hillyard 2 at paragraph 125.1, Titan WH has a UK establishment (no. BR024998) registered at Companies House, meaning that the Defendants are able to serve a claim form and other documents on Titan WH within the jurisdiction as of right under s.1139 of the Companies Act 2006 (the " CA 2006 ") . They would have done so had Titan WH's solicitors not agreed to accept service (see Hillyard 2 at paragraphs 125 and 126).

59. Gailani 3, at paragraph 26, confirms that the sole basis for the Jurisdiction Challenge is that the claims against Titan WH in the DADCC have no real prospects of success. Mr. Khan KC, in his oral submissions at the outset of the hearing, confirmed that that remains the position.

60. As is explained in Briggs Civil Jurisdiction and Judgment (7th edition 2021) at paragraph 27.12, in contrast to a situation where a party contends that permission to serve out of the jurisdiction should not have been given, the strength of the merits of the claim will not form any part of the jurisdictional analysis in a case of service within the jurisdiction or service out without permission: "To ask the court to strike out the claim on the basis that it has no real prospect of success .... is to ask the court to adjudicate the substance of the claim. .... The suggestion that one may dispute the jurisdiction of the court, already establish by service without permission, on the ground that the claim is bound to fail is, it is submitted, nonsense .... it is an application for a quick and conclusive decision on the merits; it is not, strictly or in any other way, a challenge to the jurisdiction of the court."

61. I am satisfied that this is confirmed in the relevant authorities:- (i) In Teekay Tankers Limited v Stx Offshore & Shipping Co [2015] BLR 731, Hamblen J (as he then was) dismissed a jurisdiction challenge by an overseas company which had been served with a claim form under the CA 2006 , s.1139(2) (a). Hamblen J made clear at [19] that if service is validly affected under the CA 2006 s.1139 , the question of permission to serve out of the jurisdiction (which imports a merits threshold) does not arise. (ii) In Key Homes Bradford Limited v Patel (unreported, 10 January 2024, Master Marsh) at [6], the Court held whether there is a serious issue to be tried is only relevant to the question of whether permission granted to serve out. See, to similar effect, Boettcher v Xio ( UK) LLP [2023] EWHC 801 (Comm) at [117] (Peter Macdonald Eggers KC (sitting as a Deputy High Court Judge)). It follows that where permission to serve out is not required no such merits analysis arises.

62. This is also consistent with the self-contained nature of the regime in the Companies Act 2006 , where s.1139 "gives unqualified permission" to use the methods of service set out in that provision without regard to CPR 6 (see Ashley & Ors v Tesco Stores Limited [2015], 1 WLR 5153 at [13]).

63. When asked by the Court, Mr. Khan KC confirmed that, in reality, Titan WH's real case is that there is no real prospect of success of the claims sought to be introduced by amendment and joinder (which I address separately in due course below) and which are separate from and discrete to the Jurisdiction Challenge.

64. In such circumstances, a merits-based challenge jurisdiction is misconceived, and I dismiss the Jurisdiction Challenge, certifying it as totally without merit.

65. I would only add for completeness that I am satisfied that Titan WH (despite its protestations in the contrary) has in any event submitted to the jurisdiction of the Court in furthering the entirety of the Application Notice, and addressing the case against it on the merits advancing the same grounds as the Claimants for resisting Tavistock's claims. It is not possible to simultaneously seek to reserve the position on jurisdiction and address and advance arguments on the merits. This is a further reason why the Jurisdiction Challenge stands to be and must be dismissed. E.2 The Amendment Application

66. It is convenient to address the Claimant’s objections under three headings: (i) Delay : addressed in sections E.2.1 below (see Gailani 2 at paragraph 105 FF); (ii) Amendments relating to Aspira Acquisition : including the joinder of Titan WH, where it is said that they have no real prospect of success; and (iii) Amendments relating to MPS Counterclaim : where it is said that certain of the claims are abusive and, further, that some of them have no real prospect of success (see Gailani 2 paragraph 32(b)). E.2.1 Delay

67. I have already addressed the applicable principles in relation to delay that I identified in Inter Bank above. The Claimants submit, as developed in Gailani 2 (paragraph 17 to 22, and 105 to 111), in the Claimants' Skeleton Argument and in Mr. Khan KC's oral submissions before me today, that the Defendants have delayed in advancing the amendments that are sought to be introduced in the Amendment Application, and assert that this will impact on subsequent stages in the litigation and in the length of the trial (albeit the Claimants have stepped back from a suggestion that the parties could not be ready for trial if the amendments were to be allowed). The matters raised in Gailani 2 are addressed in detail in Taylor-Byrne 1 (to which Gailani 3 replies).

68. For the first time today, and during the course of oral argument, Mr. Khan KC suggested that there was in fact a real risk that the trial might be jeopardised if the amendments were allowed. That is predicated on the basis that if the amendments are allowed there could be a potential two or three additional factual witnesses and the prospect for expert evidence and that the trial could possibly be lengthened by up to ten days. I find it surprising that that allegation was made orally, in circumstances where it was not foreshadowed, still less made, in the lengthy witness evidence that has been put forward by Mr. Gailani.

69. In any event, it does not bear examination and in the event it withered on the vine (as Mr. Khan KC candidly and rightly accepted in further oral argument) in circumstances that indicated that quite apart from the fact that it seems unlikely that an additional two weeks would be required (not least given that it involves an overgenerous estimate of a day and a half for each additional factual witness to be cross-examined, which seems a remarkably long period of time), there is, in fact, more time available if necessary. It has transpired that the trial was not in fact fixed for six weeks, including reading time, as had been envisaged in CMC Order, but in fact was fixed for six weeks, plus three reading days, so one day less than seven weeks. That trial is due to start on 17 June 2027 and conclude on 22 July 2027.

70. I will address in due course, in relation to case management in more detail, the question of the timetable to trial and the length of the trial itself, but I am satisfied that, if necessary, the trial could continue beyond 22 July to the end of term, the last day of term being Friday 30 July, so that would give additional time if needed, and I am satisfied that, with appropriate case management directions, there is no risk, still less any real risk, to the trial itself if the amendments are allowed.

71. I can deal with the point in relation to delay in short order, as I do not consider that the points raised militate against the granting of permission for the amendments if they are found to have a realistic prospect of success.

72. First, I do not consider that the Defendants have delayed in any material respect in advancing the amendments. The evidence before me is that the Defendants (and that is the evidence in Taylor-Byrne 1), were not in a position to advance the amendments the subject-matter of the Amendment Application, at the same time as serving the DCC. Thereafter, they rightly went through the pre-action protocol procedure, as is addressed at paragraphs 12 and following of Taylor-Byrne 1, which included a letter before action which was prepared and sent to the Claimants on 28 February, the MPS LBA. That was before the First CMC on 21 March 2025 and, as Ms. Taylor-Byrne makes clear at paragraph 15 of her witness statement, the Court was made aware in the Case Management Information Sheet of the MPS LBA and that letter was in the CMC bundle.

73. Remarkably, during the course of the oral submissions before me, there was some suggestion that the Court may not have been fully aware of the position, but in fact not only was there the MPS LBA and the Case Management Information Sheet but also the Defendants' CMC Skeleton Argument expressly stated that there was a considerable overlap between the MPS LBA and the claim at the time and, subject to the response to the MPS LBA, which was still outstanding, this could lead to an application by the Defendants to amend their Counterclaim. Not only that, but in fact the exhibit to Gailani 2 also contained some of this material.

74. What then happened was that there was a response to the pre-action letter but it is the evidence on behalf of the Defendants that the Claimants failed to engage substantively or provide any information in relation to it, taking what are characterised by Ms. Taylor-Byrne as "purely technical grounds and high-level factual assertions without addressing the substantive factual allegations". That was then followed by further investigations before the pleading could be advanced. Those factual investigations were necessary because of the denials that were given by the Claimants, as identified at paragraph 19 of her witness statement. That was then followed by the next pre-action letter to the Claimants on 21 May. That was never responded to substantively by the Claimants.

75. In the meantime, discussion was going on in relation to disclosure and it became clear that a Disclosure Guidance hearing would be necessary, which was fixed for July. In June no further substantive response to the MPS claim letter being received, the draft pleading was provided to the Claimants. That was despite, a substantive response to the further MPS claim letter having been promised by the Claimants, which did not materialise.

76. Once that pleading was provided to the Claimants, and in the context of the fact that there was also liaison in relation to a Disclosure Guidance hearing to be heard in July, the Defendants applied to increase the time estimate on such hearing to two and a half hours (i.e. half a day) with a view to dealing with the Amendment Application at the July hearing.

77. My understanding is that that application to Commercial Court Listing was opposed by the Claimants but a Commercial Court judge directed that the time estimate be increased to two and a half hours, with the July hearing being treated as a Restored CMC, at which the Defendants were at liberty to seek to persuade the judge on that occasion to deal with the Amendment Application.

78. What then happened, however, was that grounds of objection were put in pursuant to section C5.3 of the Commercial Court Guide and it appears that those grounds of objection, coupled with the fact that no responsive evidence had by that stage been filed by the Claimants, persuaded Mr. Hollander KC (sitting as a Deputy High Court Judge) on that Restored CMC not to address the Amendment Application on that occasion and, instead, to order a one-day hearing to be fixed, which ultimately became this hearing, in order to deal with that matter.

79. It is important to note that at the time of the Restored CMC before Mr. Hollander KC the Claimants had not issued any SO/SJ Application and therefore this hearing and the one-day estimate was directed without any such hearing forming part of the hearing (or hearing time estimate). Indeed, the highest that there was of any foreshadowing of the position in relation to any potential strike-out or summary judgment was at paragraph 23.2 of the Claimants' Skeleton Argument for the Restored CMC, which made an assertion about prospects of success and in a footnote thereto said: "C reserves the right to apply to strike out and/or for summary judgment in relation to the existing claims."

80. A remarkable feature which has subsequently emerged from Gailani 2, which was served in support both of the opposition to the Amendment Application and in support of the SO/SJ Application, is that as at 11 July when the Restored CMC took place, a meeting had not taken place at which Mr. Gailani met various individuals who could give relevant factual evidence in relation to the allegations made in the amendments, such meeting only taking place on 14 July. It therefore follows that, subject to any instructions and matters which are subject to legal professional privilege, of which I am of course unaware, there had not been a meeting with the relevant factual witnesses who would be able to address the detail of the Amendment Application at the time at which the Restored CMC took place (although more general instructions had been taken from the Claimants).

81. It will be apparent from my brief summary of what is in fact a much more detailed chronology of events in relation to the proposed amendments, including the MPS amendment, that in fact there was no delay in the period up to and including July.

82. The subsequent passage of time is largely due to when the Court could accommodate the one-day hearing, albeit the precise date in December was fixed by reference to the Claimants' counsel. Any earlier hearing would have been towards the end of November. The passage of time since July is also an inevitable consequence of the opposition to the Amendment Application which necessitated treating it (and the fixing of it) as a heavy application. Subject to the outcome of the Amendment Application, therefore, the delay that has since occurred is not to be laid at the door of the Defendants. Equally, had the Claimants wished to apply to strike out/seek summary judgment in relation to the aspects of the DCC, they could themselves have applied long before they did.

83. As I have identified, they did not do so and when they did issue the SO/SJ application it bore an estimate (or an estimate was given) of 30 minutes for that application. On no view was that a realistic estimate and, in any event, this one-day hearing was fixed by reference to the time that would be necessary for the Amendment Application alone. There is no time within a day to add an additional half an hour, still less to add very much more than the half an hour that would be required for the SO/SJ application.

84. Nevertheless, in the best traditions of the Commercial Court, I have endeavoured in the course of today's hearing to accommodate all the applications should they arise for consideration. On any view, though, the time that has passed since July and November is not to be characterised as delay, still less delay to be laid at the door of the Defendants.

85. I should only add that at the July CMC it was the Claimants who sought and obtained a stay of the directions to trial pending the determination of this application (see Taylor-Byrne 1, paragraph 50).

86. However, secondly and fundamentally, the action is still at a relatively early stage. The trial is not until June 2027 and there are some 18 months before such trial date to accommodate all the pre-trial stages without prejudice to either party. In such circumstances the overriding objective, and the Court hearing and adjudicating upon all the issues that truly arise between the parties (that stand a real prospect of success) is very much in favour of allowing such amendments that satisfy that test so that the true disputes between the parties are resolved by the Court. At this stage, the balance between ensuring that a party (the Defendants) is able to advance all such amendments when weighed against the additional burden that would be imposed upon the other party (the Claimants) is very much in favour of allowing any such amendments that meet the requisite test.

87. In this regard, not only has disclosure not yet taken place, but not all disclosure issues and search terms have even been finalised (in circumstances where the July hearing was itself a disclosure guidance hearing, and not all disclosure matters were resolved).

88. There is also evidence before me that the Defendants have sought to further the disclosure issues in the time between that CMC and the current hearing, but the Claimants have declined to engage in that process. Whether or not that is so, with the co-operation to be expected of commercial parties and commercial solicitors, it should be possible to finalise the same in terms of the disclosure issues within relatively short order following this hearing (if necessary, with the assistance of the Court at a Disclosure Guidance hearing in accordance with the CPR). As the CPR provides, such Disclosure Guidance hearings tend to be relatively short, in terms of their time estimate, and therefore it ought to be possible to obtain such guidance hearings within a relatively short period of time.

89. Some work on witness evidence will inevitably have been done in the context of Gailani 2 and Gailani 3 and associated liaison with the Claimants' witnesses, including the meeting on 14 July 2025 to which Mr. Gailani refers. But in any event, with appropriate case management directions, I am satisfied that there will be sufficient time for preparation of witness statements by both parties.

90. Equally, whilst the amendments, if allowed, may give rise to additional expert evidence, I am satisfied that appropriate directions can be given in that regard and accommodated prior to trial. As to whether there will in fact be any impact on trial length, I will address that in the context of giving case management directions.

91. As I have already foreshadowed, I do not consider that the trial fixture will be imperilled by the amendments if they are allowed and further case management and trial directions can be given later in the hearing, including, if necessary, enlarging what is already more than a six-week trial to ensure that there is ample time to accommodate all the issues that arise.

92. For the above reasons, I do not consider that the points raised by the Claimants in relation to alleged delay, militate against the granting of the amendments if they are found to have a real prospect of success. E.2.2 Duties of Confidence in Relation to the Amendment Application

93. Before addressing the amendments relating to the Aspira Acquisition and relating to the MPS Counterclaim it is convenient to address the applicable principles in relation to duties of confidence which arise at this point.

94. The applicable legal principles defining the duty of confidence are well established and are addressed at [119] and following of CF Partners (UK) LLP v Barclays Bank plc [2014] EWHC 30499, (Ch); a decision of Hildyard J (" CF Partners "), to which I have had regard. E.2.2.1. Contractual Duties of Confidence.

95. The parties may by contract agree and identify specified information that is, or is as between the parties to be treated as, confidential, or protected under the terms of their agreement; or they may simply agree that information may not be used whether or not otherwise it would have the quality of confidentiality (see CF Partners at [127]). However an attempt to restrain the use of information that is not confidential (e.g. because it is in the public domain) may risk being unenforceable on grounds of public policy as being in restraint of trade (see CF Partners [128]).

96. While contractual and equitable duties of confidence may exist where the parties have specified the information to be treated as confidential and/or the extent and duration of the obligations in respect of it, the Court will not ordinarily superimpose additional or more extensive equitable obligations (see CF Partners at [130] to [131] and see also Vercoe and Pratt v Rutland Fund Management [2010] EWHC 424 (Ch) at [329]; and Toulson and Phipps on Confidentiality (4th edition, 2020) (" Toulson ") at paragraph 3-028 (citing CF Partners , at [894] to [895]). E.2.2.2 Equitable Duty of Confidence.

97. The elements of a claim of equitable breach of confidence include: (i) The information subject of the claim must be "clear and identifiable" ( CF Partner at [121]). (ii) The information must "have the necessary quality of confidence about it" (see Coco v AN Clarke (Engineers) Ltd (" Coco ") [1968] F.S.R. 415 , [420] to [421]). In CF Partners it was stated at [124]: "The basic attribute or quality which must be shown to attach to the information for it to be treated as confidential is inaccessibility; the information cannot be treated as confidential if it is common knowledge or generally accessible and in the public domain". In Coco , it was stated at [419] by Megarry J as follows: "In my judgment, three elements are normally required if, apart from contract, a case of breach of confidence is to succeed. First, the information itself, in the words of Lord Greene, M.R. in the Saltman case on page 215, must 'have the necessary quality of confidence about it.' Secondly, that information must have been imparted in circumstances importing an obligation of confidence. Thirdly, there must be an unauthorised use of that information to the detriment of the party communicating it." (iii) The information "must have been imparted in circumstances importing an obligation of confidence" (ibid). The test is objective: the question is not whether the claimants subjectively intended to impose confidentiality on the defendant, but whether a "reasonable man standing in the shoes of the recipient of the information would realise that upon reasonable grounds the information was being given to him in confidence" ( Coco [420] to [421]).

98. The rules relating to the particularity of pleadings apply to breach of confidence actions as they apply to all other claims. The Courts are therefore careful to ensure that the claimant gives full and proper particulars of all the confidential information on which he intends to rely in the proceedings (see Ocular Sciences Ltd v Aspect Vision Care Ltd [1997] RPC 289 at [359]). If the claimant fails to do this the Court may infer that the purpose of the litigation is harassment rather than the protection of the claimant's rights and may strike out the action as an abuse of process (see also Toulson at paragraph 4-010).

99. In terms of the overlap between contract and equity, this was addressed by Jacobs J in the Commercial Court case of Salt Ship Design AS v Prysmian Powerlink SRL [2021] EWHC 2633 (Comm) , in which he stated as follows at [335]: " Contract and Equity

335. Confidentiality obligations can arise as a result of contractual agreement, or because of equitable principles. Contractual obligations and equitable duties may co-exist: the one does not necessarily trump, exclude or extinguish the other. Where the parties have specified the information to be treated as confidential and/or the extent and duration of the obligations in respect of it, the court will not ordinarily superimpose additional or more extensive equitable obligations. Where, however, the use of certain information would 'plainly excite and offend a reasonable man's conscience', an equitable duty not to use the information would be recognised, even if that went further than the definition, duration or restraint prescribed by the contract: See CF Partners , paragraphs [130] – [134]."

100. Turning to CF Partners in further detail at [127] of his judgment Hildyard J stated as follows: "The parties may by contract agree and identify specified information that is, or is as between the parties to be treated as, confidential, or protected under the terms of their agreement; or they may simply agree that information may not be used whether or not otherwise it would have the quality of confidentiality."

101. Hildyard J continued at paragraphs 131 to 135 as follows: "However, where the parties have specified the information to be treated as confidential and/or the extent and duration of the obligations in respect of it, the court will not ordinarily superimpose additional or more extensive equitable obligations: and see per Sales J in Vercoe and Pratt v Rutland Fund Management Ltd [2010] EWHC 424 (Ch) who found in that case that the duty of confidence was confirmed and defined by the contract, and observed (at [329]): 'Where parties to a contract have negotiated and agreed the terms governing how confidential information may be used, their respective rights and obligations are then governed by the contract and in the ordinary case there is no wider set of obligations imposed by the general law of confidence: See e.g. Coco v Clark at 419.'

132. Nevertheless, that does not preclude wider equitable duties of confidence in circumstances that are not ordinary. For example, as it seems to me, a circumstance could arise where the obligations of the parties in respect of information with the quality of confidentiality are not clearly prescribed or governed by the contractual terms but where the use of certain information would plainly excite and offend a reasonable man's conscience. In such circumstances, as it seems to me, an equitable duty not to use the information having that quality would be recognised, even if that went further than the definition, duration or restraint prescribed by the contract.

133. Put another way, whilst it will not usually be unconscionable to use information in conformity with, or in a manner that does not offend, the terms consensually agreed, and the contract will shape the commitment, contract does not necessarily assuage conscience, and equity may yet give force to conscience: See per Simon Brown LJ (as he then was) in R v Department of Health, Ex p Source Informatics Ltd [2001] QB 424 at [31]; see also the emphasis on conscience as being the basis of both the duty and any action for its enforcement or vindication per Lord Neuberger of Abbotsbury PSC in Vestergaard Fraudsen A/S v Bestnet Europe Ltd and others [2013] UKSC 31 ; [2013] 1 WLR 1556 .

134. Furthermore, and again by reference to the roots of the equitable duty in conscience, it seems to me that there may be equitable reasons for declining to regard the equitable obligation as confined by a contractual restriction. An example might be if it is shown that the restriction relied on by one party as confining its equitable obligations was agreed by the other party in ignorance of a fact which, had it been disclosed, would either have caused that other party to withdraw altogether or insist upon the removal, or at least fundamental recasting, of the restriction. (I return to this aspect when considering whether in this case Barclays was in a position of conflict which it failed to disclose when the IVC/Barclays Confidentiality Agreement was made: See especially paragraphs 417 to 467 below.).

135. It is not a defence to a claim for breach of the duty of confidence that the defendant could have obtained the information elsewhere, if he did not in fact do so: See per Lewison LJ in Force India Formula One Team Limited v Aerolab SRL and another [2013] EWCA Civ 780 ."

102. The Claimants make the following further points: (i) The party complaining must be the party who is entitled to the confidence and to have it respected; that requires the claimant to show that it has "sufficient interest" in the information to entitle it to maintain an action to restrain unauthorised dissemination or use (see CF Partners at [126], and see also Fraser v Evans [1969] 1 QB 349 , [361]). (ii) There must in fact be an "unauthorised use" of the information to the detriment of the party communicating it" ( Coco at [419]). The detriment must be real and not merely theoretical.

103. In this regard the Claimants give the example of where a defendant has knowledge of a rival bid through a relationship and information which could have been confidential and refers to what was said in CF Partners at [138], that: ".... it was not sufficient, without more, to show that the defendant was 'galvanised' by that knowledge into acting more speedily to use information that had not the quality of confidentiality, where by the time of that use the claimant's rival bid was public knowledge, and was not shown to have been adversely affected by the defendant's use of that knowledge."

104. For their part, the Defendants make the following further points: (i) The relevant question is not who "owns" the information or to whom the information "relates", but whether the person sued is someone to whom a relevant duty of confidentiality is owed. See Toulson at paragraph 6-001 to 6-002, which provides as follows: "WHO MAY SUE? The person to whom a duty of confidence is owed 60-001. As a general principle, the person suing must be someone to whom the relevant duty of confidence is owed. In Fraser v Evans , the plaintiff prepared a confidential report for the Greek Government. A copy of the report was leaked to a newspaper and the plaintiff sought an injunction to prevent publication or use of its contents. It was held that the plaintiff had no standing to complain. Lord Denning MR said: 'The jurisdiction is based not so much on property or on contract as on the duty to be of good faith .... But the party complaining must be the person who is entitled to the confidence and to have it respected. He must be a person to whom the duty of good faith is owed .... There is no doubt that Mr Fraser himself was under an obligation of confidence to the Greek Government .... The Greek Government entered into no contract with Mr Fraser to keep it secret .... They were the people to say aye or no whether it should be communicated elsewhere or to be published generally. It follows that they alone had any standing to complain if anyone obtained the information surreptitiously or proposes to publish it." "In Jones v IOS (RUK) Ltd, HHJ Hodge QC held that, although it was inappropriate to ask whether the information was the claimant's 'property', the claimant was required to show (and had shown) 'that he has a sufficient interest in the information to entitle him to maintain an action restrain its unauthorised dissemination or use'." (ii) Information about a proposed acquisition target may be confidential to a proposed acquirer of that business and that a third party who is introduced into the proposed acquisition may owe a duty of confidence accordingly (see CF Partners ). In that case CF Partners claim to have identified a valuable business opportunity to acquire a company called Tricorona. CF Partners approached Barclays to finance the acquisition. The CF Partners deal did not proceed but Barclays was found to have misused the confidential information to establish a strategic partnership with Tricorona on its own account which led to it acquiring Tricorona. CF Partners was awarded €10 million in negotiating damages. The Defendants submit that that case has obvious similarities to Tavistock's claim and demonstrates that a claim such as Tavistock's is legally viable. (iii) In order to determine whether a duty of confidence arose, it is insufficient to look at the subject matter of the information imparted. The inquiry is highly fact sensitive and requires consideration of all the circumstances of the case (see CF Partners at [877(f)(f)]). (iv) The presence of certain information in the public domain does not necessarily mean that the relevant information is not confidential to a party. The collation of publicly available information may be regarded as a confidential collection if, in bringing it together, the collator uses his own expertise and skill (see CF Partners at [124] to [125]). A claim for breach of confidence is not defeated simply by proving that there are other people in the world who know the facts in question (see Franchi v Franchi , [1967] RPC 147 at [152] to [153]. The test of accessibility is a question of degree depending on a particular case (see CF Partners , at [124]). Information may be confidential even where the information is accessible to the general public, technically if the degree of public knowledge about it is limited. See Toulson at paragraph 4-052 to 4-054: ".... [T]here may be significant value to a person in being able to claim confidentiality despite some loss or lack of secrecy"). Cross-J said in Franchi v Franchi : "Clearly a claim that the disclosure of some information would be a breach of confidence is not defeated simply by proving that there are other people in the world who know the facts in question besides the man as to whom it is said that his disclosure would be a breach of confidence and those to whom he has disclosed them. There appear to be no English cases on this branch of the law of trade secrets but the plaintiffs referred me to the United States case of Vulcan Detinning v Assam (1918) 185 N.Y. App. Div. 399 ... where it was held that the fact that a German and Dutch firm had complete knowledge of the process in question which one of the defendants (an employee of the plaintiffs) had disclosed to the other defendants was no bar to the plaintiff's success. If it is not impertinent for me to say so that seems to me sound sense. It must be a question of degree depending on the particular case but if relative secrecy remains the plaintiff can still succeed." The question of confidentiality has sometimes arisen where the information relates to an event which has happened in public or is accessible to the general public, although the degree of public knowledge about it is limited. The Law Commission discussed the issue and posed an example in its Working Paper on Breach of Confidence: "Much information which is technically available to the public is not generally known and may in fact be known only to a handful of people. For example the back files of a local newspaper may, if properly and assiduously searched, yield a good deal of information not generally known about a person who spent his early life in the area -- his family and educational background, his business connections, his political beliefs and his personal and social problems. Perhaps they show that he was the centre of an unfortunate affair at his school, that he attempted to take his own life, that he took part in a political demonstration in favour of an unpopular cause, that he associated in his business or private life with someone later convicted of grave crimes against society or even that he 'helped the police' with their inquiries into an offence with which he was never charged. These facts will, of course, be known to and remembered by those who were directly involved, but if the publication took place a long time ago it is quite possible that nobody now knows or remembers solely by reason of the publication in the local newspaper. If the person concerned subsequently discloses any of these facts in confidence to another in the course of a relationship in which absolute frankness is essential, is it right that the person who accepts the confidence should be able, solely on the ground that the facts are technically accessible to the public, to disclose them to others in breach of his duty of confidence?" The confidante would surely owe a confidentiality to the confider on the grounds that the information was communicated in confidence ...."

105. Remaining with Toulson and in the context of information imparted in the course of a confidential relationship, the following is stated at paragraphs 3-043 to 3-046: " Information imparted in the course of a confidential relationship It would be impossible to compile a list of all relationships likely to give rise to duties of confidentiality. They would include agents, trustees, partners, directors and employees; joint venturers; professional people; holders of public and private offices; people in close personal relationships; and many others. The common thread is that a reasonable person would understand them as involving an obligation of confidentiality. In a commercial context, as Megarry J said in Coco v AN Clarke (Engineers) Ltd : 'In particular, when information of commercial or industrial value is given on a business-like basis and with some avowed common object in mind, such as a joint venture or the manufacture of articles by one party for the other, I would regard the recipient as carrying a heavy burden if he seeks to repel a contention that he was bound by an obligation of confidence.' In Printers & Finishers Limited v Holloway [[1965] 1 W.L.R. 1;[1965] R.P.C. 239 at [256]] , Cross J said that the law would defeat its own object if it sought to enforce standards which would be rejected by the ordinary man. Conversely, it would be defective if it failed to protect information imparted in trust in the course of a relationship which a reasonable person would regard as involving an obligation of confidentiality. Such a relationship may be enduring or may be limited to a single transaction or may arise where parties are in pre-contractual negotiations. Where information is objectively confidential a court will more readily infer that it was communicated in circumstances importing an obligation of confidence: the starting point is the nature of the information communicated rather than the manner of communication." E2.3 The Aspira Counterclaim

106. Before turning to the individual applications, and as I have foreshadowed, a feature of the evidence of Mr. Gailani in relation to the Amendment Application (and also in support of the SJ/SO Application) is that it contains a considerable amount of hearsay factual evidence. In relation to Gailani 2, e.g. at paragraphs 64 to 104 (comprising some 16 pages), Mr. Gailani seeks to challenge the MPS Counterclaim amendment stating, inter alia, that the Titan MPS was "not formally 'launched' in January 2023 or in fact at all" (at paragraph 82) and that certain information exchanged between Tavistock and Titan is "self-evidently not confidential" (at paragraph 88), even though Mr. Gailani has no first-hand knowledge of the development of the Titan MPS nor the circumstances in which information was exchanged between Tavistock and Titan.

107. The theme of hearsay factual evidence continues in Gailani 3 which seeks to contest factual matters, for example at paragraph 24 there are numerous references to confirmations provided to him by individuals on disputed matters of fact where those witnesses have not given evidence to the Court: (e.g. Gailani 2 at paragraphs 34(f), 34(l) and at 63; and Gailani 3 at paragraph 24 (e)(ii), 50 and footnote 3).

108. The Court cannot realistically resolve disputed issues of fact on the basis of a solicitor's hearsay evidence, still less when set against the witness evidence of the witnesses who do have first-hand knowledge of the relevant events, nor is that an appropriate exercise to attempt to undertake on an Amendment Application or SO/SJ Application. The very dispute of fact is very likely to mean that the matter cannot be summarily determined and provided that the statement of case meets the real prospect of success test, it should proceed to trial.

109. It is entirely appropriate, and proper, for evidence on interlocutory applications to be given on information and belief. However in cases where it becomes clear that there are actual factual disputes, it is rarely going to be possible to deal with matters where on one side of the equation there is evidence on information and belief, and on the other side of the equation there is evidence from the actual factual witnesses who had first-hand experience of the factual matters addressed by them.

110. In saying what I have said, I do not in any way shape or form criticise Mr. Gailani, but it is important for it to be appreciated in future cases what the boundaries are in relation to giving evidence on information and belief as opposed to evidence on matters where one has actual factual knowledge, in particular, where it is clear during the course of the application that there is a conflict of evidence in that regard, and there is direct factual evidence from witnesses who have contemporary first-hand knowledge of the factual matters in issue.

111. In this regard, I would echo what was said by Andrew Baker J in Skatt at [91]: "91. There is a further significant criticism of Goal's witness statements. As I have noted, they came from Ms Simpson, who claims no first-hand knowledge of the underlying events, and Mr Everard (only) of Goal. But Mr Everard, so far as I can see (provisionally) at this stage, does not appear to have had any very substantial day-to-day role either, as regards many of the matters that will or may be relevant. This being a summary judgment application, not a mini-trial, it is not necessarily a difficulty for Goal that I do not have separate witness statements from others at Goal who were more closely involved in the detailed facts. But I agree with Mr Goldsmith QC that it is necessary to approach with very real caution any suggestion that the facts are clear, or that the issues raised by the summary judgment application should not have the benefit of normal pre-trial procedures and a full trial, if it requires the court to take at face value evidence it is not clear Mr Everard is in a position to give from his own knowledge but for which no other source is identified."

112. Turning to the Aspira Counterclaim itself and the elements of that as identified above, I am pleased to say that during the course of the hearing, and in light of the way the hearing has developed, Mr. Khan KC indicated immediately before the Court was being addressed on the elements within the Aspira Counterclaim, which includes the conspiracy claim, that his clients withdrew their objection to permission being given in respect of those amendments.

113. In those circumstances and having myself considered those amendments carefully as part of my pre-reading, which I was invited to do by both parties, I consider it is appropriate to grant permission in relation to those matters and do so. On any view they stand at least a real prospect of success, and they should proceed to trial.

114. In the context of such concession, Mr. Khan KC, on behalf of the Claimants has sought clarification in relation to one paragraph, paragraph 29 of the amendment. I am confident that during the course of this hearing, it will be possible for the final sentence of paragraph 29, in respect of which clarification is sought, to be finalised in terms in which the Defendants wish to advance and to which the Claimants are content to consent.

115. The second paragraph that has been raised in relation to clarification is paragraph 153(b). It is said there that the Claimants would like clarification in relation to the plea concerning the Claimants, Titan WH, and the LEBC working in combination together and in that regard the intention is that the Claimants will draft (again during the course of this hearing) a request for further information which the Court will consider, and provided the Court is satisfied that that request for further information is appropriate, it is anticipated that that will be answered by the Defendants.

116. I make clear, however, that I make no finding that the plea at paragraph 153(b) is deficient. To the extent that I will order the further information, it is simply in furtherance of the overriding objective that it is in the interests of both parties that they are each clearly aware of the nature of the case advanced against them and to allow them to discharge their obligations in relation to disclosure and witness evidence. It is not on the basis that I consider that paragraph 153(b), as drafted, is inadequately particularised. E.2.4 The Titan MPS Claim

117. The Titan MPS claim is pleaded at paragraph 153E to 153U and in relation to damages at paragraphs 162B to 169B, concerning the copying of the Tavistock MPS and damages. In the light of the objections of the Claimants and the allegations made by the Claimants as to coherence it is convenient to set out what the amendments comprise of: "153E. Following and pursuant to the OMA, Tavistock AM communicated information necessary to implement the Tavistock MPS to Titan AM. Such information formed part of the MPS as described at paragraph 41 above, within the Tavistock MPS as described in paragraph 40A above. This information included instructions as to which investments were to be onboarded for the Tavistock MPS (the ' Investment Information '). This included, by way of example only, instructions contained within: (i) emails sent by David Chandler, a Senior Portfolio Analyst of Titan AM, dated 13 June 2024 and 27 August 2024, and two emails dated 20 September 2024), and (ii) email exchanges between third parties and James Peel, a portfolio manager of Titan AM in July-August 2023 and July 2024 (the ' Investment Emails '). The Investment Emails are attached at Annex 4. 153F. On a date unknown to the Defendants but believed to be in or around January 2023, Titan AM launched its own Model Portfolio Service (the ' Titan MPS '). The Titan MPS was, and was intended to be, a rival to the Tavistock MPS. (1) Copyright infringement 153G. From at least June 2020 Tavistock AM created and published factsheets with updated information about each MP offered, as referred to at paragraph 41.1 above (the ' Tavistock Factsheets '). The Tavistock Factsheets were published online on a monthly basis for financial advisers to use with their clients and in order to satisfy regulatory requirements. 153H. The content of each Tavistock Factsheet was based on that of a previous Tavistock Factsheet such that its content had been created over time by an iterative process. Accordingly each Tavistock Factsheet incorporated a combination of original content and pre-existing content from earlier Tavistock Factsheets, including in each case the following: 153H.1. text (the ' Tavistock Factsheet Text '), which is a literary work within the meaning of section 3(1) of the Copyright, Designs and Patents Act 1988 (the ' 1988 Act '); and 153H.2. design and layout, including the arrangement of sections of text and charts of data in the form of line graphs and pie charts (the ' Tavistock Factsheet Design '), which is an artistic work and a graphic work within the meaning of sections 4(1) (a) and 4(2) of the 1988 Act . 153I. Copyright subsists in the Tavistock Factsheet Text and the Tavistock Factsheet Design, and is owned by Tavistock Plc. 153I.1. Each iteration of each Tavistock Factsheet was created by BSR, Gregor Preston and SMM and was a work of joint authorship within the meaning of section 10 of the 1988 Act . Each of the Tavistock Factsheet Text and the Tavistock Factsheet Design in each iteration of each Tavistock Factsheet was original in that it was its authors’ own intellectual creation. 153I.2. At the time of creation of each Tavistock Factsheet each of BSR, Gregor Preston and SMM was an employee of Tavistock Plc. Tavistock Plc was the first owner of any copyright in each Tavistock Factsheet by operation of section 11(2) of the 1988 Act . 153I.3. Each iteration of each Tavistock Factsheet was first published in the United Kingdom or in a country to which the relevant provisions of Part I of the 1988 Act extend. Accordingly, the Tavistock Factsheet Text and the Tavistock Factsheet Design in each iteration of each Tavistock Factsheet qualify for copyright protection for the purposes of sections 153(1) (b) and 155 of the 1988 Act . 153J. As part of the Titan MPS, Titan AM created or authorised the creation of monthly factsheets about each MP within the Titan MPS (the ' Titan Factsheets '). To the best of the knowledge and belief of Tavistock Plc, each of the Titan Factsheets is a copy of a substantial part of the Tavistock Factsheet Text and of the Tavistock Factsheet Design in a corresponding Tavistock Factsheet. 153K. Pending disclosure, further information and/or evidence Tavistock Plc relies upon examples of Titan Factsheets as attached at Annex 5. Each of these Titan Factsheets is a copy of a substantial part of the Tavistock Factsheet Text and the Tavistock Factsheet Design as set out in one or more of the Tavistock Factsheets, examples of which are also attached at Annex 6. As to the similarities between the relevant Titan Factsheets and Tavistock Factsheets, Tavistock AM relies on the matters set out in Annex 7. 153L. In the premises Titan AM has infringed Tavistock Plc’s copyright in the Tavistock Factsheet Text and the Tavistock Factsheet Design by doing or authorising another to do the following acts without the licence of Tavistock Plc: 153L.1. copying and/or authorising another to copy in breach of sections 16(1) (a), 16(2) and/or 17 of the 1988 Act , including by storing in any medium by electronic means; 153L.2. Issuing and/or authorising another to issue copies to the public in breach of sections 16(1) (b), 16(2) and/or 18 of the 1988 Act ; and/or 153L.3. Communicating and/or authorising another to communicate to the public in breach of sections 16(1) (d), 16(2) and/or 20 of the 1988 Act . (2) Breach of confidence and breach of contract 153M. In creating the Titan MPS, Titan AM used or authorised the use of confidential information and/or trade secrets created and owned by Tavistock AM. Such use was unauthorised by Tavistock AM and was to the detriment of Tavistock AM. Tavistock AM is not presently aware of all such acts of use but will seek relief for all such uses as are proven at trial. 153N. In light of the commercial sensitivity and value of each and all of the Investment Information, the MPs and the Tavistock MPS and of the context in which and purpose for which they were created, each part of the Tavistock MPS Information was inherently confidential, save in so far as that information was deliberately published by Tavistock Plc or Tavistock AM. That confidential information is referred to hereafter as the 'Tavistock MPS Information' . 153O. Further, Tavistock AM took reasonable steps to keep the Tavistock MPS Information secret. 153P. The Tavistock MPS Information had commercial value because it was secret. This was reflected by the decision of Tavistock AM and Titan AM to enter into the OMA notwithstanding that Titan AM had declined the opportunity to purchase the Tavistock MPS: paragraph 36 above is repeated. 153Q. Each part of the Tavistock MPS Information was imparted to Titan AM in circumstances importing an obligation of confidence on Titan AM: 153Q.1. All such information was confidential information within the definition in clause 1.1 of the OMA and was supplied to Titan AM subject to the terms of the OMA, including in particular clause 5 concerning confidentiality. 153Q.2. All such information was subject to an equitable duty of confidence including because in the circumstances of the OMA and of the commercial and market context Titan AM had implicit notice that it was confidential. 153R. In the premises Titan AM owed a contractual and/or equitable obligation of confidence to Tavistock AM not to disclose the Tavistock MPS Information or to use it for any purpose other than complying with its obligations under the OMA. 153S. In all the premises, at all material times each part of the Tavistock MPS Information comprised a trade secret for the purposes of Regulation 2 of the Trade Secrets Regulations, in that: 153S.1. It was secret in the sense that it was not, as a body or in the precise configuration and assembly of its components, generally known among, or readily accessible to, persons within the circles that normally deal with the kind of information in question; 153S.2. It had commercial value because it was secret; and 153S.3. It had been subject to reasonable steps by the person lawfully in control of the information to keep it secret. 153T. Tavistock AM was the trade secret holder in respect of each part of the Tavistock MPS Information. 153U. It is to be inferred that Titan AM used the Tavistock MPS Information in creating and administering the Titan MPS. The precise nature and scope of use is outside the knowledge of Tavistock AM but pending disclosure, further information and/or evidence Tavistock AM pleads as follows. 153U.1. When Titan AM was discharging its obligations under the OMA to undertake the work of onboarding new investments for the Tavistock MPS, it also onboarded the same investments for Titan AM. This is demonstrated in the Investment Emails. 153U.2. Titan AM’s use of the Tavistock MPS Information is further to be inferred from the similarities of (i) the factsheets for relevant Titan MPS profiles compared to the equivalent factsheets for Tavistock MPS profiles, and (ii) the underlying investments described in those factsheets, examples of which are set out in Annex 8." … Copying of Tavistock MPS "162B. As a result of the matters set out in paragraphs 153E to 153V above, Titan AM has profited at the expense of Tavistock, which made substantial investments in creating the Tavistock MPS from which Titan has been able to unjustly profit, and as a result of which Tavistock AM has suffered loss. In particular: 162B.1. Titan was able to formulate its own competing MPS without requiring the same investment as was made by Tavistock or appropriately compensating Tavistock for receipt of such benefit, and/or "162B.2. It is to be inferred from the publication of client-facing information about the Titan MPS that the Titan MPS was operational, such that Titan has received both Discretionary Management Fees (currently 0.25%) and Synthetic Ongoing Charges (currently 0.63%). Loss suffered by Tavistock AM 162C. As regards Titan’s formulation of its own competing MPS, Tavistock has suffered loss in the amount of the sum that Titan would have been required to pay in order to obtain legitimate access to that information by acquiring the Tavistock MPS at the time of the SPA. 162D. Further, Tavistock AM and/or Tavistock Plc will have suffered loss as a result of any diversion of business from the Tavistock MPS to the Titan MPS. Pending disclosure, the Defendants are unable to plead further on this head of loss. Profits 162E. Further or alternatively Titan AM is liable to account to Tavistock AM in respect of all the profits it has made by using the Tavistock MPS Information otherwise than for the purpose for which it was communicated to it. Additional damages 162F. Tavistock Plc is entitled to and claims damages (including additional damages pursuant to section 97(2) of the 1988 Act ), alternatively an account of profits (at their election) for Titan AM’s infringement of Tavistock Plc’s copyright. Further or alternatively, Tavistock Plc is entitled to damages pursuant to regulation 3 of the Intellectual Property (Enforcement, etc.) Regulations 2006 SI 2006/1028. Pending disclosure, evidence and/or further information Tavistock Plc is unaware of all relevant facts including those demonstrating the infringement to be flagrant and/or the benefit accruing to Titan AM but will rely at trial upon all such matters. Pending such Tavistock Plc will rely upon the following particulars of flagrancy: 162F.1. Titan AM’s infringement of Tavistock Plc’s copyright was flagrant for the purposes of section 97(2) of the 1988 Act , involving systematic and repeated infringement over a period of time: Paragraphs 153G, 153J and 153K above are repeated. "162F.2. Benefit accrued to Titan AM by reason of the infringement of Tavistock Plc’s copyright for the purposes of section 97(2) of the 1988 Act : Paragraph 162B above is repeated. The benefit that accrued to Titan AM included the saving in cost of producing its own factsheet text and design or of licensing the Tavistock Factsheet Text and/or Tavistock Factsheet Design. 162F.3. Tavistock Plc has suffered actual prejudice as a result of the infringement for the purposes of regulation 3 of the Intellectual Property (Enforcement, etc.) Regulations 2006/1028: Paragraph 162B above is repeated. 162G. Further, Titan AM knew or ought to have known that unlawful use or disclosure of a trade secret was being engaged in. Accordingly Tavistock Plc is entitled to and claims damages pursuant to Regulation 17 of the Trade Secrets Regulations appropriate to the actual prejudice suffered as a result of the unlawful use or disclosure of the Tavistock MPS Information. Pending disclosure, evidence and/or further information Tavistock Plc pleads as follows: 162G.1. Tavistock Plc has suffered negative economic consequences as a result of the unlawful use or disclosure of trade secrets: Paragraphs 153M and 162B above are repeated. 162G.1. Titan AM has made unfair profits as a result of the unlawful use or disclosure of trade secrets: Paragraph 162B above is repeated. 162G.1. Tavistock Plc also relies upon the moral prejudice caused by the unlawful use of trade secrets, in circumstances where Titan AM exploited the privileged relationship between the Titan and Tavistock groups to create a competing product with the Tavistock MPS: Paragraphs 5 and 153E to 153F above are repeated. (2) Quantum

163. On the basis of the information available to it at the date of this Defence and Counterclaim, Tavistock Plc estimates that if the level of subscriptions had remained flat and the performance of the Acumen Funds had matched its performance in the 12 month period after the Completion Date, it would be entitled to additional sums in respect of Deferred Consideration of £8,993,000.

164. Tavistock Plc would also have earned Additional Consideration during the earn out period of the SPA which is estimated in the sum of £3,075,000.

165. If Tavistock Plc had acquired LEBC it would have earned a higher sum in respect of Additional Consideration during the lifetime of the parties’ relationship, estimated in the sum of £6,629,000.

166. Tavistock Plc has also suffered a loss of approximately £7,000,000 on the value of its shareholding in LEBC as a result of Titan’s wrongful Aspira Acquisition.

167. Further, Tavistock Plc has lost the continued profits that it would have generated from Hummingbird had the LEBC acquisition proceeded, which are estimated to be £1m per annum, and approximately £8,000,000 until end of the earn out period under the SPA.

168. Accordingly, Tavistock Plc claims the following sums as damages: (a) The sum of £8,993,000 in respect of Deferred Consideration; (b) The sum of £6,629,000 (alternatively £3,075,000) in respect of Additional Consideration; (c) The sum of £7,000,000 in respect of the value of its shareholding in LEBC; and (d) The sum of £8,000,000 in lost profits from Hummingbird.

169. Tavistock Plc reserves the right to plead further as to the quantum of its losses following disclosure and, if necessary, the exchange of expert evidence. 169A. As to the loss suffered by Tavistock AM described in paragraph 162B above, pending disclosure and expert evidence, Tavistock estimates that sum to be at least £3.51 million, based on the Discretionary Fund Management fee of 0.29%, the assets under management as at 31 January 2023 (in excess of £200 million) and the annual revenue of the Tavistock MPS (being £585,000). In reaching this estimate Tavistock has applied a conservative multiplier of 6x annual revenue (being lower than the 8x multiplier which applied to other aspects of the SPA). 169B. Tavistock AM also seeks damages in respect of any losses arising from the diversion of business as set out in paragraph 162C above, which it is unable to quantify pending disclosure."

118. Ms. Day submits that that pleading is clear and coherent and exceeds the threshold of a real prospect of success. That plea is supported by witness evidence from the witnesses concerned.

119. In relation to those pleas, Quinn Emanuel, on behalf of the Claimant, wrote a letter on 27 November 2025 (the "Quinn Emanuel Letter") in response to a letter from the Defendants’ solicitors on 26 November which invited the Claimants and the proposed third party to withdraw their opposition to the Amendment Application.

120. In the Quinn Emanuel Letter it is stated: "Our clients are nevertheless conscious of the need for parties to seek, at all times, to help the Court to comply with the Overriding Objective, including by acting cooperatively and by seeking to save the Court’s resources, where possible."

121. There is reference to allegations of inadequacy of the pleading, and they say that while their clients are not optimistic that adequate and further better particulars would be forthcoming they say: ".... in the spirit of cooperation, our clients are willing to provide your clients with one final opportunity to provide the necessary particulars now , by making the below Requests." (Emphasis added)

122. There are then five requests made of which two, Requests 4 and 5, relate to Titan MPS. It is clear from that letter from Quinn Emanuel that they are positively asserting that the necessary particulars they need are those which are set out there. The only two paragraphs in respect of which a request is made are paragraphs 153N and 153Q. On an ordinary and natural reading of the Quinn Emanuel Letter, therefore, it is those paragraphs which are being represented as needing necessary particulars to be given. If there had been other paragraphs which the Claimants were submitting were necessary to be given, one would have expected them to be identified in that Quinn Emanuel Letter.

123. I say that not simply by reference to the words "the necessary particulars now" but by reference to what was said at paragraph 6 of the Quinn Emanuel letter, which was as follows: "If there is any prospect of the 11 December 2025 hearing being avoided, prompt and collaborative engagement with this correspondence will be required from your clients. Accordingly, please provide your clients’ responses to the above Requests as soon as possible, and, in any event, by no later than 4pm on 2 December 2025." (Emphasis added)

124. It is implicit in paragraph 6, and indeed in paragraph 5 by the reference to the necessary particulars, that Quinn Emanuel, representing on behalf of their clients, that that is the necessary information which may avoid the need for the hearing (i.e. that if that information is given consent may be forthcoming).

125. Mr. Purvis KC, who addressed me on behalf of the Claimants in relation to this aspect of the amendment, accepted that that is an interpretation that can be made of the Quinn Emanuel letter. Indeed, I am satisfied that the contrary would not be arguable.

126. That letter was responded to under cover of a letter of DAC Beachcroft on 3 December that identified each of the requests and provided responses to that. That included responses to Requests 4 and 5, which was in these terms: "As noted in paragraph 153M of the dAD&CC, Tavistock is currently unable to plead comprehensively as to which confidential information concerning the Tavistock MPS was misused by Titan as a result of Titan having refused to provide disclosure and engage constructively in pre-action correspondence on this issue. Without prejudice to the foregoing: 5.4.1 Pursuant to the definition of confidential information in clause 1.1 of the OMA (set out in full at paragraph 121A.1 of the dAD&CC), all information disclosed by Tavistock concerning the Tavistock MPS constituted confidential information if its nature or the manner of its disclosure means that it should reasonably be considered to be confidential. As pleaded in paragraph 153E of the dAD&CC, the Tavistock MPS Information included instructions as to which investments were to be onboarded for the Tavistock MPS. 5.5.1 As pleaded in paragraphs 153E, 153N, 153P and 153Q of the dAD&CC: (a) Tavistock AM communicated to Titan information which was necessary to implement the Tavistock MPS under the OMA; and (b) that information was commercially sensitive and valuable including because it gave access to real-time investment analysis and strategy which was, as Titan would have known, commercially valuable as a result of its secrecy (as reflected in the confidentiality provisions of the OMA which the parties agreed), and was intended to be used solely for the purposes of the OMA."

127. Two points arise out of that further information to that response that was provided. First, following that letter, and notwithstanding what was said in the Quinn Emanuel Letter, there was no response thereto or engagement by the Claimants as to whether or not what was there said was adequate or not.

128. Secondly, and as was apparent from what has been quoted, the backdrop to all of this, is that there was pre-action protocol correspondence instigated by the Defendants to the Claimants which also sought documentation which by its very nature, of course, was on the Claimants' side of the fence and of which the Defendants had no knowledge. As I have already foreshadowed at an earlier part of this judgment, the Claimants did not provide any disclosure in that regard.

129. Notwithstanding the narrow nature of the requests in Quinn Emanuel Letter that I have identified, Mr. Purvis KC in his oral submissions today, focused on other paragraphs. In particular he focused on paragraph 153E, which I will repeat for ease of reference: "153E Following and pursuant to the OMA, Tavistock AM communicated information necessary to implement the Tavistock MPS to Titan AM. Such information formed part of the MPs as described at paragraph 41 above, within the Tavistock MPS as described in paragraph 40A above. This information included instructions as to which investments were to be onboarded for the Tavistock MPS (the ' Investment Information '). This included, by way of example only instructions contained within: (i) emails sent by David Chandler, a Senior Portfolio Analyst of Titan AM, dated 13 June 2024 and 27 August 2024, and two emails dated 20 September 2024), and (ii) email exchanges between third parties and James Peel, a portfolio manager of Titan AM in July-August 2023 and July 2024 (the ' Investment Emails '). The Investment Emails are attached at Annex 4. 153F. On a date unknown to the Defendants but believed to be in or around January 2023, Titan AM launched its own Model Portfolio Service (the ' Titan MPS '). The Titan MPS was, and was intended to be, a rival to the Tavistock MPS."

130. Stepping back, the nature of the allegation is relatively straightforward. The product, the Tavistock MPS, was a product that Tavistock had and while the Claimants bought aspects of the business, they did not buy the Tavistock MPS aspect, and the pleading goes on to allege that the Defendants’ confidential information was used in the context of Titan AM launching the Titan MPS as a rival to the Tavistock MPS, which it is said gives rise to claims being advanced by the Defendants.

131. The context is that the parties entered into a contractual arrangement in relation to their ongoing involvement in relation to Tavistock which was set out (as I have already identified), in a document known as the OMA. The nature of the Tavistock MPA, and the entering into the OMA are all pleaded.

132. Thus it is pleaded at paragraph 40A, that: "The Tavistock MPS is comprised of a series of different investment strategies and risk levels which can be tailored to each individual investor. In relation to each such strategy, Tavistock AM and the Tavistock group invest significant time, expertise and resources in identifying and selecting appropriate asset classes and product types from a wide range including unit trusts, OEICs, investment trusts, structured products, Exchange Traded Funds (' ETFs '), and commodities. As a result, the individual investor is able to invest in a broad range of products selected by Tavistock within asset classes also selected by Tavistock without the investor or their financial adviser having to conduct their own due diligence on each individual product or themselves construct an investment portfolio."

133. At paragraph 54.3 of the Defence and Counterclaim it is pleaded: "Titan Wealth purchased the Tavistock Group’s DFM Business, but it did not purchase the Tavistock MPS which Tavistock Wealth Limited also operated. A substantial proportion of the funds invested in the Acumen Funds were invested in those funds via the Tavistock Profiles."

134. What they did do was enter into the OMA. In relation to that, and as is pleaded at paragraph 61 of the Defence and Counterclaim: "The OMA falls to be construed against the relevant factual matrix including the SPA, its factual matrix (as set out in paragraph 54 above) and the wider collaboration envisaged by the parties, together with the following further facts and matters, known to both parties: "61.1 As part of the wider long-term collaboration between Tavistock Plc and Titan Wealth, certain administrative functions required for the provision and management of the Tavistock MPS would be outsourced to Titan AM and the OMA provided for this including in particular by clauses 2.3 and 2.4. "61.2 It was contemplated that the OMA would facilitate the strategic collaboration between Tavistock Plc and Titan Wealth. As a result of the Tavistock/Titan Revenue Share in the OMA, Titan AM would earn revenue regardless of whether funds were invested in Tavistock AM’s MPS or in the Acumen Funds. As revenue earned in either case would contribute to the earn-out thresholds in the SPA for the payment of deferred consideration to Tavistock Plc, Tavistock Plc’s and Titan Wealth’s incentives were aligned."

135. Among other terms in the OMA and contemplating confidential information would be exchanged as part of the roles to be performed under the OMA, the OMA contained the following clauses, which are pleaded at paragraph 121A of the draft ADCC: "The Defendants also rely on the following specific terms of the OMA: 121A.1. Clause 1.1 defined ‘confidential information’ as follows: all information (however recorded or preserved) disclosed by either Party or by its employees, officers, representatives, advisers or subcontractors (Representatives) to the other Party or to that Party's Representatives in connection with this agreement, which is either labelled as confidential or which should reasonably be considered confidential because of either its nature or the manner of its disclosure. 121A.2. Clause 5.1 provided that: Each Party shall keep the other Party’s Confidential Information confidential and shall not: 5.1.1. Use any Confidential Information for any purpose other than complying with its obligations under this agreement; or 5.1.2 disclose any Confidential Information to any third party except as permitted by this clause. 121A.3. Clause 5.3 provided that the confidentiality provisions in clause 5 would continue to apply after termination of the OMA."

136. It is against that contractual background, and that contemplated exchange of confidential information, that the plea in paragraph 153 and following in relation to the Titan MPS is to be understood, including the plea which I have already referred to that, following and pursuant to OMA Tavistock AM communicated information necessary to implement the Tavistock MPS to Titan AM, which formed part of the MPS as described in paragraph 41.

137. And then it is set out what that information included and paragraph 153 records, as I have already identified, that on a date unknown to the Defendants, but believed to have been around January 2023, Titan AM launched its own MPS, and that leads through from paragraphs 153 and onwards to a plea and a cause of action in breach of confidence and breach of contract which I am satisfied is coherently and properly pleaded out.

138. It involves at paragraph 153U a plea of inference in relation to use: "It is to be inferred that Titan AM used the Tavistock MPS Information in creating and administering the Titan MPS. The precise nature and scope of use is outside the knowledge of Tavistock AM but pending disclosure, further information and/or evidence Tavistock AM pleads as follows. 153U.1. When Titan AM was discharging its obligations under the OMA to undertake the work of onboarding new investments for the Tavistock MPS, it also onboarded the same investments for Titan AM. This is demonstrated in the Investment Emails. 153U.2. Titan AM’s use of the Tavistock MPS Information is further to be inferred from the similarities of (i) the factsheets for relevant Titan MPS profiles compared to the equivalent factsheets for Tavistock MPS profiles, and (ii) the underlying investments described in those factsheets, examples of which are set out in Annex 8."

139. Then 153V: "By using the Tavistock MPS Information for purposes other than complying with its obligations under the OMA, Titan AM used confidential information and/or trade secrets without the authorisation of Tavistock AM and to the detriment of Tavistock AM in breach of its obligations of confidence to Tavistock AM and in breach of its contractual obligations under the OMA."

140. And as I have already foreshadowed at paragraphs 162B following, allegations are made about the copying of the Tavistock MPS.

141. All of that involves a relationship with the two parties whereby it was contemplated that confidential information would be transmitted, with . provisions in the relevant OMA that such confidential information should not be used in the terms that are set out in the OMA, and an allegation that a rival product to the Tavistock MPS was set up using that information by the Claimants. Standing back, it is clear enough what the allegations are that are made, and that those, and that pleaded case is not only coherent but gives rise to a cause of action that has a real (as opposed to fanciful) prospect of success.

142. However, matters do not stop with the pleaded case. I have already noted that the Claimants' approach in their opposition to the amendments to set out objections in Gailani 2 and Gailani 3 based on factual matters on information and belief. Whilst, as I have already noted, there is nothing wrong in principle in giving evidence on the basis of information and belief, this is a case where there are factual issues in play, and the Defendants rely on factual witness evidence from witnesses who have first-hand direct contemporary knowledge of the matters relied upon in support of the pleaded case. In such circumstances, and as I have already foreshadowed, it is unlikely that evidence on information and belief will trump that from factual witnesses giving evidence from their own personal knowledge, when considering whether there is a real, as opposed to fanciful, prospect of for the reasons that were identified by Andrew Baker J in the Skatt litigation (at [91]).

143. This is a classic case where the proposed pleading does not stand alone but is supplemented and augmented by the factual witness evidence filed in support of such amendment application from witnesses who have actual and contemporary factual knowledge in relation to the pleas which are advanced at paragraph 153E and following. Such factual evidence includes factual evidence from Mr Raven in Raven 1 who identifies, at paragraph 6 thereof, the fact that from its inception in 2014, he had been directly involved in the management of the Tavistock MPS.

144. He deals as a matter of fact and personal knowledge, with matters which are dealt with by Gailani 2 on information and belief (at paragraphs 9 and following). One of the areas of dispute that arises on the amendment, is the role of Titan AM post SPA. At paragraph 10 and following of Raven 1, Mr Raven identifies why he disagrees with the characterisation of the team's roles and responsibilities which is inherently relevant to the pleas which are made in relation to the Titan MPS and to the breach of confidence and breach of contract.

145. His evidence, at paragraph 11, is in the following terms: "Following the completion of the SPA, Tavistock appointed Titan as sub-investment manager to the Tavistock MPS in September 2021 on the terms set out in the Outsourced Management Agreement (the 'OMA'). Titan's responsibilities were to identify potential investments for inclusion in the Tavistock MPS, carry out due diligence on those funds/managers, and liaise with platforms to ensure the funds were available to Tavistock for potential inclusion in the Tavistock MPS. Contrary to what Gailani 2 states, Titan would then report to the TAM Investment Committee and the Abacus Investment & Oversight Committee each month, outlining the investment case for any potential change to the Tavistock MPS, including the addition of new funds. The TAM Investment Committee and the Abacus Investment & Oversight Committee would decide whether to accept Titan’s recommendation. If accepted, Tavistock would then implement the relevant change."

146. Mr Raven expressly addresses the issues that arise, and which were raised by Mr. Purvis KC during the course of his oral arguments, including the assertion of Mr. Gailani in Gailani 2 at paragraph 99 that the work performed by the investment team including the investment emails was "self-evidently not confidential", to which Mr Raven (from his own personal, and contemporary knowledge) disagrees.

147. In this regard Mr Raven gives the following evidence at paragraphs 25 to 28 of his statement:- "25. I would generally expect that any discussions between investment professionals as to the assets that they intend to purchase in the future would be confidential by default.

26. The Tavistock group invests significant time, effort, expertise and resources in identifying and selecting appropriate assets. If a competitor obtained knowledge of the assets that the Tavistock MPS intended to invest in, they would gain the commercial benefit of Tavistock’s investment knowledge and analysis without paying for it. This is particularly true if such a competitor obtained access in real time. Access to comprehensive historic records may also be valuable but that value would be less.

27. To give a simple example, if a successful fund or portfolio makes a profitable investment and this is reflected in the factsheet which is published later, other competitors may copy the strategy and hope to benefit from the successful fund's expertise by doing so. However, by the time that the factsheet showing the profitable investment is made public, the value of the relevant investments will have changed. A fund which mimics other funds' investments using public factsheets will often be behind the curve and will lose out on some of the profit made by the original fund because it identified the opportunity earlier than others. If a rival fund or portfolio service has access to investment decisions in real time, then it does not have that disadvantage and can copy the investment strategy much more successfully, thereby positioning itself as a rival more successfully. For this reason, investment research and analysis is highly confidential and a significantly valuable asset for a firm such as Tavistock.

28. For these reasons, the work of the Investment Team was generally confidential at the time when it was conducted."

148. So that is further information in relation to why it is said that the information that crossed the line between the parties was confidential to Tavistock.

149. However, matters do not stop there, not least in the context of the criticisms that are made in relation to the plea at paragraph 153U, which it will be recalled was that: "It is to be inferred that Titan AM used the Tavistock MPS Information in creating and administering the Titan MPS. The precise nature and scope of use is outside the knowledge of Tavistock AM but pending disclosure, further information and/or evidence Tavistock AM pleads as follows."

150. Mr. Raven explains in Raven 1 at paragraphs 29 to 32 why that is the case: " B. Information required for the creation or management of an MPS

29. From an external perspective, an MPS appears to be a single defined product. In fact, it is comprised of a collection of documents, agreements and investment philosophies which are built up over time into a set of strategies and related investments which are appealing to investors.

30. A party who wished to set up their own MPS would need to invest a substantial amount of time, resources, and expertise. By way of illustration only, they would need to identify and negotiate agreements with suitable fund managers, identify and investigate a range of assets which are suitable for investment, benchmark those assets in relation to risk (both individually and in aggregate), determine appropriate asset allocation, and establish mechanisms to monitor and update the investments over time. Furthermore, they would need to create public-facing documents (factsheets) which are attractive to investors and which contain various key information (both from a regulatory perspective and in terms of what investors/IFAs expect to see).

31. A relatively small proportion of the information relating to an MPS is initially public. For example, in relation to Tavistock, I would expect information relating to live strategy or future investments to be kept strictly confidential. However, we also publish factsheets which specify some limited detail, for example the top 5 investment holdings. In this way, some limited information that would initially be confidential may later become public. This is important because it is not generally advisable to copy a party's historic investment decisions, but as I have explained above, access to their real time strategy decisions could be very valuable.

32. Tavistock alleges that Titan misused confidential information in order to create the Titan MPS. I understand that Titan has criticised the degree to which Tavistock has provided a list of the exact confidential information that was misused. Titan was in an advantaged position in respect of the Tavistock MPS with access to its core workings including live information regarding future investments and strategy. Prior to disclosure by Titan, I am not able to say for sure what information Titan copied or misused in the creation of the Titan MPS. However, in my view, from my experience of MPS set-up and operation, the information which would have been helpful to Titan is likely to have included: 32.1 The fundamental structure of the Tavistock MPS including factors such as the way in which risk is categorised and assigned; 32.2 Information received from the TAM Investment Committee and Abacus Investment & Oversight Committee regarding matters such as investment strategy and appropriate assets to on-board; and 32.3 Information received in relation to the 'rebalancing' of holdings within each portfolio so that the proportion held is returned to the appropriate level of risk."

151. It will be seen, therefore, that in addition to the material that is pleaded at paragraph 153 and following as to the information provided and used, which I regard as adequately pleaded given the disparity in knowledge between the Claimants and the Defendants (even if potentially amenable to a request for further information), such material is augmented by the actual factual evidence from Mr. Raven who has direct evidence of the relevant material concerned. One would not expect the level of detail that is set out in Mr. Raven's statement to be included within a pleading but it is further material which allows the Claimants to understand the claim that is advanced against them.

152. There are in any event well recognised inherent limitations as to what can be pleaded in advance of disclosure in a case such as the present given that those in the position of the Defendants cannot know matters which are within the sole knowledge of the Claimants, which is why inferential cases are, and can properly be pleaded (and are commonly pleaded in such terms where there is an imbalance in knowledge at the pleading stage – conspiracy claims being a classical example of the same). It is often only through disclosure that true picture emerges in terms of the detail of the misuse of the information, just as it is often only through disclosure that an inferential case on conspiracy becomes a web from which there is no escape (as it has been put in conspiracy cases).

153. I have already identified the general principles that apply when considering whether permission should be given for proposed amendments which are well established, and set a low threshold (or rela, as opposed to fanciful, prospects of success). For his part, Mr Purvis KC emphasised the following passage in the White Book at paragraph 17.3.5 during the course of his oral submissions "CPR rule 17.3 confers on the court a broad discretionary power to grant permission to amend. The applicable principles are well established, and have been summarised in many reported judgments. In Amersi v Leslie [2023] EWHC 1368 (KB), [140]-[142], Nicklin J summarised them as follows: (1) at [140(2)]: "Amendments sought to be made to statement of case must contain sufficient detail to enable the other party and the Court to understand the case that is being advanced, and they must disclose reasonable grounds upon which to bring or defend the claim: Habibsons Bank Ltd v Standard Chartered Bank (HK) Ltd [2011] QB 943 [23] per Moore-Bick LJ"; (2) at [140(2)(3)]: "The court is entitled to reject a version of the facts which is implausible, self-contradictory, or not supported by the contemporaneous documents. It is appropriate for the court to consider whether the proposed pleading is coherent and contains the properly particularised elements of the cause of action or defence relied upon: Elite Property Holdings Ltd [2019] EWCA Civ, 204 [42] per Asplin LJ".

154. That passage continues: "A comprehensive review as to principles appear from [3] in Invest Bank PSC v El-Husseini [2024] EWHC 1235 (Comm) where Bryan J remarked how the circumstances in which amendments may be put forward are, as it has been put, "infinitely variable" and each application requires the court to take into account the particular facts of the case. "

155. That sentiment remains apposite, and is particularly applicable to the facts of the present case. Like many inferential cases, disclosure will be key particularising, and furthering, the pleaded claims. In this regard it lies ill in the mouth of the Claimants to criticise the level of particularity, when they have themselves declined to engage substantively in the pre-action protocol correspondence, and have not provided the documentation sought therein that would allow further particularisation of the claim.

156. Taking points (1) and (2) above in turn. Firstly, I consider that there is an air of unreality about the Claimants' assertion as to their supposed lack of understanding of the case that is advanced against them. As I have already said, and stepping back from the minutiae of the detail, it is quite clear what the allegation is, which is that they acquired confidential information during the course of their roles under the MOA that that information was confidential both contractually and in equity and that they misused that information. The case inevitably is inferential at this stage as it is, for example, in conspiracy cases where all the information is in the hands of the other party. This is particularly so where, as has happened in this case, the Defendants complied with the pre-action protocol and sought that very documentation which would have assisted them in giving further particulars of their claim. But the Claimants did not provide such information. I am satisfied that the propose amendments, and causes of action advanced therein, are not only coherent (contrary to the Claimants’ assertions) but do contain sufficient detail to enable the Claimants and the Court to understand the case that is being advanced and I am satisfied that they do disclose reasonable grounds upon which to bring that claim.

157. Secondly, the version of the facts which is advanced is on no view implausible. Indeed, it might be thought that it arises naturally from the nature of the relationship and the information which is being communicated during the course of it. It is not self-contradictory and whilst one is at an early stage, there are also references to contemporaneous documents which the Defendants say support their case. That is not accepted by the Claimants but that is not a matter which can be dealt with on an amendment application in circumstances where the Court does not have all such documentation before it, and neither can, not should, conduct a “mini-trial”.

158. Contrary to the submissions of Mr. Purvis KC I am satisfied that proposed amendments are coherent, and complete, in terms of the elements of the cause of action and the particulars that can be given at this time within the constraints upon the Defendants based on inequality of knowledge.

159. I have to say that the opposition to the amendments had, and has, all the hallmarks of an attempt to “snuff-out” a viable claim in circumstances where the Claimants hold most of the cards, and do not want to put those cards on the table, as they will be obliged to do upon disclosure. That is not an approach that the Court should, or does, countenance.

160. In the above circumstances I am satisfied that the proposed amendments have a real prospect of success and accordingly I grant permission to amend.

161. In doing so, and as Ms. Day KC recognised during the course of her reply submissions, it is always open to a party such as the Claimants, at any stage in the proceedings, including after disclosure and/or witness statements, to seek further information if it is in any doubt as to the nature of the case that it has to respond to. That is why it is said in the authorities that where a pleading is adequate but could be further developed, the Part 18 jurisdiction may be used to address any deficiencies (see as I said myself in Invest Bank at [35] citing Various Air Finance Leasing Companies v Saudi Arabian Airlines Corporation [2021] EWHC 2330 (Comm) at [15(c)]). The obvious time for that to be done (where there is an imbalance in knowledge between the parties) is after disclosure for it is only then that the Defendants will have the documentation that the Claimants have, to date, declined to provide to them.

162. I have considered whether it is appropriate for me to require further information to be given at this stage, in particular in relation to paragraph 153E, which was a particular focus of Mr. Purvis KC's submissions. However in circumstances where that was not even one of the paragraphs in the Quinn Emanuel letter in relation to which it was said that it was necessary to have the information so as potentially to obviate the continuing objection to the pleading, I do not consider that such information is necessary at this time in order for the Claimants properly to respond to that pleading. That would be contrary to what Quinn Emaniel said was necessary in their letter.

163. I very much doubt whether it is possible to give further information in relation to pleas such as those at 153U, as these are, by their very nature, necessarily inferential in circumstances where, as explained by Mr. Raven, that information is essentially outside the knowledge of Tavistock. As I have already identified, the authorities show that an inferential case is a proper case to be advanced, most obviously where there is an imbalance of knowledge, and the pleas can be supplemented after disclosure. That is, indeed, no doubt why paragraph 153U pleads that the precise nature and scope of use is outside the knowledge of Tavistock and then refers to “pending disclosure”. After disclosure the Defendants, in the usual way, will no doubt wish to further particularise their claim, but the fact that they cannot do so at present is an inherent feature of cases where there is an imbalance of knowledge, and a failure to give disclosure through the pre-action protocol stage on the part of the other party. E.2.5 The Copyright Infringement Amendment

164. The Copyright Infringement Amendment is pleaded at 153G to 153L as well as at paragraph 162F in relation to damages: "153G. From at least June 2020 Tavistock AM created and published factsheets with updated information about each MP offered, as referred to at paragraph 41.1 above (the 'Tavistock Factsheets'). The Tavistock Factsheets were published online on a monthly basis for financial advisers to use with their clients and in order to satisfy regulatory requirements. 153H. The content of each Tavistock Factsheet was based on that of a previous Tavistock Factsheet such that its content had been created over time by an iterative process. Accordingly each Tavistock Factsheet incorporated a combination of original content and pre-existing content from earlier Tavistock Factsheets, including in each case the following: 153H.1. Text (the 'Tavistock Factsheet Text'), which is a literary work within the meaning of section 3(1) of the Copyright, Designs and Patents Act 1988 (the ' 1988 Act '); and 153H.2. Design and layout, including the arrangement of sections of text and charts of data in the form of line graphs and pie charts (the 'Tavistock Factsheet Design'), which is an artistic work and a graphic work within the meaning of sections 4(1) (a) and 4(2) of the 1988 Act . 153I. Copyright subsists in the Tavistock Factsheet Text and the Tavistock Factsheet Design, and is owned by Tavistock Plc. 153I.1. Each iteration of each Tavistock Factsheet was created by BSR, Gregor Preston and SMM and was a work of joint authorship within the meaning of section 10 of the 1988 Act . Each of the Tavistock Factsheet Text and the Tavistock Factsheet Design in each iteration of each Tavistock Factsheet was original in that it was its authors’ own intellectual creation. 153I.2. At the time of creation of each Tavistock Factsheet each of BSR, Gregor Preston and SMM was an employee of Tavistock Plc. Tavistock Plc was the first owner of any copyright in each Tavistock Factsheet by operation of section 11(2) of the 1988 Act . 153I.3. Each iteration of each Tavistock Factsheet was first published in the United Kingdom or in a country to which the relevant provisions of Part I of the 1988 Act extend. Accordingly, the Tavistock Factsheet Text and the Tavistock Factsheet Design in each iteration of each Tavistock Factsheet qualify for copyright protection for the purposes of sections 153(1) (b) and 155 of the 1988 Act . 153J. As part of the Titan MPS, Titan AM created or authorised the creation of monthly factsheets about each MP within the Titan MPS (the ' Titan Factsheets '). To the best of the knowledge and belief of Tavistock Plc, each of the Titan Factsheets is a copy of a substantial part of the Tavistock Factsheet Text and of the Tavistock Factsheet Design in a corresponding Tavistock Factsheet. 153K. Pending disclosure, further information and/or evidence Tavistock Plc relies upon examples of Titan Factsheets as attached at Annex 5. Each of these Titan Factsheets is a copy of a substantial part of the Tavistock Factsheet Text and the Tavistock Factsheet Design as set out in one or more of the Tavistock Factsheets, examples of which are also attached at Annex 6. As to the similarities between the relevant Titan Factsheets and Tavistock Factsheets, Tavistock AM relies on the matters set out in Annex 7. 153L. In the premises Titan AM has infringed Tavistock Plc’s copyright in the Tavistock Factsheet Text and the Tavistock Factsheet Design by doing or authorising another to do the following acts without the licence of Tavistock Plc: 153L.1. Copying and/or authorising another to copy in breach of sections 16(1) (a), 16(2) and/or 17 of the 1988 Act , including by storing in any medium by electronic means; 153L.2. Issuing and/or authorising another to issue copies to the public in breach of sections 16(1) (b), 16(2) and/or 18 of the 1988 Act ; and/or 153L.3. Communicating and/or authorising another to communicate to the public in breach of sections 16(1) (d), 16(2) and/or 20 of the 1988 Act . … Additional damages 162F. Tavistock Plc is entitled to and claims damages (including additional damages pursuant to section 97(2) of the 1988 Act ), alternatively an account of profits (at their election) for Titan AM’s infringement of Tavistock Plc’s copyright. Further or alternatively, Tavistock Plc is entitled to damages pursuant to regulation 3 of the Intellectual Property (Enforcement, etc.) Regulations 2006 SI 2006/1028. Pending disclosure, evidence and/or further information Tavistock Plc is unaware of all relevant facts including those demonstrating the infringement to be flagrant and/or the benefit accruing to Titan AM but will rely at trial upon all such matters. Pending such Tavistock Plc will rely upon the following particulars of flagrancy: 162F.1. Titan AM’s infringement of Tavistock Plc’s copyright was flagrant for the purposes of section 97(2) of the 1988 Act , involving systematic and repeated infringement over a period of time: Paragraphs 153G, 153J and 153K above are repeated. 162F.2. Benefit accrued to Titan AM by reason of the infringement of Tavistock Plc’s copyright for the purposes of section 97(2) of the 1988 Act : Paragraph 162B above is repeated. The benefit that accrued to Titan AM included the saving in cost of producing its own factsheet text and design or of licensing the Tavistock Factsheet Text and/or Tavistock Factsheet Design. 162F.3. Tavistock Plc has suffered actual prejudice as a result of the infringement for the purposes of regulation 3 of the Intellectual Property (Enforcement, etc.) Regulations 2006/1028: Paragraph 162B above is repeated."

165. I am satisfied that, as submitted by Mr. Wilden, those pleas set out all the requisite elements for such a claim of copyright infringement.

166. In the grounds of objection, pursuant to section C5.3 of the Commercial Court Guide, the points taken against the claim being advanced standing a real prospect of success were as follows: " Titan MPS

18. The Factsheet Copyright Claim : This claim is at best historic, trivial and relates to alleged infringements which have caused no loss. It is an abuse of the Court’s process or is otherwise likely to obstruct the just disposal of the proceedings: a. No loss. The Ds have not adequately identified any actual loss that they have suffered as a consequence of the alleged Factsheet Copyright Claim and no loss can realistically be said to have been suffered from trivial similarities between the appearance or arrangement of factsheets. b. No ongoing threat. The allegation pertains to historic Factsheets produced by Titan AM between October 2023 and March 2024. c. Abuse of process. This is an intellectual property claim best suited (if brought at all) to the Small Claims Track of IPEC where it will be cost-capped and managed in an appropriate way. It is unnecessarily costly and disruptive to litigate it in the Commercial Court."

167. I will deal first with those points before addressing the further points raised by Mr. Purvis KC in his oral submissions.

168. In terms of the loss, the position at the moment is that it is not known what the amount of the loss is, but even if, as asserted, the amount of actual loss may not be great, as Mr. Wilden points out and as is pleaded, there is a claim at paragraph 162F for additional damages going beyond any simple loss in the context of flagrancy or prejudice. That is not a matter that can be determined on an application to amend as to what the amount of the loss is likely to be or, indeed, what the amount of the additional damages might be. That aspect is a matter that can, and should, go forward to trial.

169. Secondly, the suggestion that there is no ongoing threat and that the allegation is historic does not remove the cause of action that exists in relation to existing breaches of copyright, or be a reason that would mean that the copyright claim stands no real prospect of success.

170. The abuse of process argument is in terms of it being unnecessarily costly and disruptive to litigate it in the Commercial Court. As a preliminary point there is no doubt that the Commercial Court does have jurisdiction to deal with the matter.

171. In this regard section 61 of the Senior Courts Act 1981 (quoted in the White Book at paragraph 9A- 229) provides: "61.– Subject to any provision made by or under this or any other Act (and in particular to any rules of court made in pursuance of subsection (2) and any order under sub section (3 )), business in the High Court of any description mentioned in Schedule 1, as for the time being in force shall be distributed among the Divisions in accordance with that Schedule. "

172. Schedule 1 referred to in 61(1) allocates copyright cases to the Chancery Division but that is to be read subject to sub-paragraph (6): "Subject to the rules of court, the fact that a cause or matter commenced in the High Court falls within a class of business assigned by or under this Act to a particular Division does not make it obligatory for it to be allocated or transferred to that Division."

173. As can be seen from paragraph 9A- 232: ""There is but one High Court" ( Re Hastings (No.3) [1959] Ch.368, at 379, per Vaisey J). Section 5(5) expressly provides that all jurisdiction vested in the High Court under the Act belongs to all Divisions alike. This principle is further underscored by the direction issued by the Lord Chancellor that any Division of the High Court to which a cause or matter is assigned has jurisdiction to grant any remedy or relief arising out of or related to or connected with an claim made in that cause or matter notwithstanding that proceedings for such remedy or relief are assigned to another Division of the Court ( Practice Direction (High Court: Division) [1973] 1 W.L.R. 627 ; [1973] 2 All E.R. 233 ). "

174. As Mr. Purvis KC accepted, a Commercial Court judge is well able to deal with the copyright issues that arise and, indeed, there are previous authorities in which this Court has dealt with such matters.

175. In terms of whether or not it should remain as part of this action or whether it is a reason not to grant permission, there is no doubt that the copyright claim is connected with the other claims that are brought in this action. There is going to be an investigation of the underlying factual material which will be investigated in any event, one good example being the fact sheets themselves. The same, or at least overlapping, witnesses will be used, and the copyright case is within the matrix of the breach of confidence claim as part of the matrix in relation to that.

176. I am satisfied it is not an abuse of process for the claim to be brought, and to be brought in this Court. I also bear in mind that if permission were to be granted and if the claim were to be transferred, whilst costs are capped in IPEC, that does not mean, of course, that the parties in advancing and defending the same, would not themselves incur irrecoverable costs.

177. Also, I am sceptical about the assertion, in the absence of any evidence before me that, in fact, the costs will be very substantial in relation to this matter in the context of the issues which will have to be explored in any event. I certainly have not been given any concrete evidence about the size of what those costs would be.

178. Mr. Purvis KC, in his oral submissions, focused on two points. He refers to what is set out in the White Book at paragraph 3.4.14 under the heading "Pointless and Wasteful Litigation". "Yet another form of abuse can arise in circumstances where it can be demonstrated that the benefits obtainable by the claimant in the action is of such limited value that "the game is not worth the candle" and the costs of the litigation will be out of all proportion to the benefit to be achieved; see Jamel v Dow Jones and Co [2005] EWCA Civ 75 ; [2005] Q.B. 946 ; [2005] 2 W.L.R. 1614 (see) below). Jameel was a libel case but this form of abuse is not confined to such cases. However, as the cases below demonstrate, it has its limitations and the mere fact that the claim is small does not mean that it is abusive. "

179. There is also a reference to Wallis v Valentine [2002] EWCA Civ 1034 . What Lord Phillips said in the Jameel case was that: "If the claimant succeeds in this action and is awarded a small amount of damages, it can perhaps be said that he will have achieved vindication for the damage done to his reputation in this country, but both the damage and the vindication will be minimal. The cost of the exercise will have been out of all proportion to what has been achieved. The game will not merely not have been worth the candle, it will not have been worth the wick. "

180. I have borne well in mind the sentiments there set out, and in the remainder of paragraph 3.4.14, but I do not consider them to be apposite to the facts of this case.

181. There is a clear, and coherent, pleaded case at paragraph 153G and following, and it also includes a claim for additional damages at paragraph 162F. It does not follow at all that upon full investigation hereafter any damages would be nominal or would not be worth the candle, still less worth the wick. There is also a valuable benefit in the copyright infringement case continuing in this Court because it is intrinsically connected with the other claims which are being advanced and explored in this Court and can, therefore, sensibly be dealt with at the same time by the Commercial Court judge who is well able to deal with the same. I am not convinced that the assertions as to likely increased costs are actually demonstrated in fact and consider, subject to one final point that Mr. Purvis KC made, that it would be appropriate to grant permission.

182. Mr. Purvis KC makes a new point, which was not one of the grounds of objection. That is not an auspicious start for the point in circumstances where, whilst the current iteration of the draft pleading was only provided on 3 December, the substance of the point was present in all drafts, and the point, if a good one, could have been taken in relation to any drafts (but was not). This new point focuses in on who owns the copyright.

183. The Defendants’ plea at paragraph 153L is that each iteration of each Tavistock fact sheet was created by BSR and Gregor Preston. It was a work of joint ownership within the meaning of section 10 of the 1988 Act . Then, at 153I.2: "At the time of creation of each Tavistock Factsheet each of BSR, Gregor Preston ... was an employee of Tavistock Plc", who was the first owner of the copyright.

184. Mr. Purvis KC asserts (contrary to the Defendants’ case) that the entity with the copyright became a Claimant. He refers, in support of his suggestion, therefore, that the copyright was not with Tavistock Plc on various provisions of the SPA, including the definition of "company intellectual property", how intellectual property was defined and, in paragraph 14, which provides as follows: "14.1. The Company Intellectual Property: ... 14.1.2 is legally and beneficially owned by the Company alone, free from any licence, encumbrance, restriction on use or disclosure obligation or licensed to the Company, as exclusive licensee, under an Intellectual Property Agreement."

185. He says that the company, where it is there referred, is defined as Tavistock Wealth Limited which became the Second Claimant.

186. By way of riposte, Mr. Wilden refers to the particular language of the warranty in 14.1 in relation to the company intellectual property: "... is legally and beneficially owned by the Company alone, free from any licence, encumbrance, restriction on use or disclosure obligation or licensed to the Company, as exclusive licensee, under an Intellectual Property Agreement. " (Emphasis added)

187. Mr. Wilden points out that it may well be that it is only under the highlighted license provision that Titan Wealth was licensed, and that related only to its use of the fact sheet in the context of the particular fact sheet. He points out that the plea, which cannot be finally determined at this stage at paragraph 153I, as I have identified, is that the relevant Tavistock fact sheets were created by Gregor Preston who was an employee of Tavistock Plc and that, therefore, the copyright was in the hands of Tavistock Plc .

188. There is clearly an issue to be tried in relation to who had that copyright. That is not an issue which should, or even can, properly be determined on an application for permission to amend. It is a matter to be addressed at trial. In any event I did not hear full argument on the point which was only raised at a late stage, but what I did hear reinforced my view that it was not a matter to be summarily determined, still less determined on the basis of a “mini-trial” on an amendment application, rather it should be determined at trial..

189. In the above circumstances I am satisfied that the copyright infringement claim stands a real, as opposed to fanciful, prospect of success, and I grant permission to amend.

190. I am also satisfied that it is appropriate for this claim to remain as part of the action for the reasons I have given, including, in particular, not only that the Commercial Court judge is capable of dealing with it but because of the overlap of factual circumstances and the witnesses, and the considerable utility and gain there will be by having that claim considered at the same time as all other claims in this action.

191. Accordingly, and whilst I have considered whether to transfer the claim elsewhere (such as to the Small Claims Track of IPEC), in the circumstances I have identified, I consider that the overriding objective is best achieved by it remaining part of the proceedings so that all issues can be determined together and without witnesses having to give evidence on more than one occasion and in different forums. This is particularly so in circumstances where I am far from convinced that the damages will be as low as the Claimants contend having regard to the claim that is made for additional damages at paragraph 162F. F. THE SO/SJ APPLICATION

192. It was common ground that having allowed the Amend Applications the SO/SJ Application stood to be dismissed and I so ordered. G. CASE MANAGEMENT DIRECTIONS

193. I then proceeded to give consequential directions following on from the amendments and made further case management directions including extending the duration of the trial to 29 July 2027. H. COSTS

194. It is common ground that costs should follow the event and be payable by the Claimants to the Defendants. An issue arises as to the basis on which costs should be assessed. In relation to the Jurisdiction Challenge and in circumstances where I have found that application to be totally without merit, and for reasons that have been made clear to the Claimants for some time, I do consider that costs should be on the indemnity basis in relation to that.

195. In relation to the amendments and the SO/SJ Application, I have been provided with a large amount of without prejudice save as to costs correspondence, in which various proposals were made to compromise this matter. I do not consider that the conduct of this matter by the Claimants is such as to take the matter outside the norm under the well-established principles in cases such as Bank of England (Three Rivers District Council v Governor and Company of the Bank of England [2006] EWHC 816 (Comm) and Fiona Trust (Fiona Trust & Holding Corp v Privalov [2011] EWCA 664 (Comm). It is not the case that simply because something is very hard fought and lost that there should be indemnity costs. Nor do I consider that the correspondence leads to the conclusion that there should be indemnity costs. Accordingly, and save in relation to the Jurisdiction Challenge, costs will be on the standard basis.

196. The costs will be subject to detailed assessment, if not agreed. In relation to the payment on account, I order that there be a payment on account of £250,000. I. CLAIMANTS’ APPLICATION FOR PERMISSION TO APPEAL

197. The final matter that arises before me today is an application for permission to appeal in relation to the MPS Counterclaim. Mr. Purvis KC does not suggest that I have committed any error of law in terms of identifying the relevant principles to be applied in relation to amendments. The relevant test in relation to amendment is whether there is a real as opposed to a fanciful prospect of success. It is said that there is no real prospect of success, on the alleged basis that the amendments are “incoherent” and/or the particulars are “manifestly inadequate”. For the reasons I have given, I am satisfied that the pleading is coherent and the Defendants have given the best particulars they can at this stage in relation to confidential information in circumstances where the Claimants have not engaged in the pre-action protocol process and have failed to provide the requested disclosure which would have facilitated further particularisation of the pleas in relation to confidential information. The amendments have a real prospect of success. In such circumstances, any appeal stands no, still less a real, prospect of success.

198. As is clear from the White Book at paragraph 17.3.5, CPR 17.3 confers on the Court a broad and discretionary power to grant permission to amend. I have applied the relevant principles to the pleading which is before me. As has been said in the authorities, it is a low threshold to establish that there is a real prospect of success. I do not consider that there is any merit in the suggestion that the pleading is “incoherent” or that the particulars are “manifestly inadequate”. On the contrary, and for the reasons I have given, one only has to read the pleading itself to see that the pleading meets the threshold of a real prospect of success. Such conclusion is only reinforced and fortified by a consideration of the factual evidence that has been adduced by the Defendants from factual witnesses who have direct contemporary first-hand knowledge of the matters in question (in contrast to the Claimants’ evidence on information and belief). Such factual evidence neither can, nor should, be determined on an application for permission to amend (which is not, contrary to the Claimants’ approach, an opportunity for a “mini-trial”). The factual issues that arise on the amendments are a further reason why the amendments should be allowed and the matter should progress to disclosure, witness statements and trial a fortiori in circumstances where the Claimants have failed to engage in the pre-action protocol process and provide the disclosure which would have allowed the Defendants to provide further particulars of the confidential information that was wrongly used by the Claimants. The suggestion that the particulars are “manifestly inadequate” also lies ill in the mouth of the Claimants in such circumstances.

199. Accordingly, I refuse permission to appeal.