Non-Disclosure Agreements (NDAs) are often the first step in business collaborations, acting as a protective shield over sensitive information. While they are typically seen as a precaution, their legal power is rarely tested—until now.
Salica Investments, formerly Hambro Perks, learned this the hard way when the court ordered them to pay £2.1 million to Henderson & Jones, an investment firm representing software engineer Tony Gifford.
Henderson & Jones v Salica Investments
Gifford pitched his invention, True View Care, to Salica in the hope of securing funding. His software, designed for care homes, streamlined task allocation based on nurses’ capacity and skills. After discussions, Salica withdrew—only to later establish an associated company producing a strikingly similar product.
The court applied the Coco v AN Clark (Engineering) test for breach of confidence:
- The information must have the necessary quality of confidence.
- It must have been shared in circumstances imposing an obligation of confidence.
- It must have been used in an unauthorised way, causing harm.
The ruling emphasised that confidentiality is not just about secrecy—it extends to information compiled through skill, time, and effort, even if its individual components exist in the public domain.
With £2.1 million awarded in damages, this case serves as a stark reminder of the financial and reputational risks of misusing confidential information.
Key Takeaways: Strengthening Your NDAs
To protect your business, ensure your NDA covers all discussions and information shared—including publicly available data compiled through effort. Consider the following measures:
- Get it in writing: Ensure your NDA is properly drafted and signed.
- Keep records: Track what information is disclosed, to whom, and how.
- Specify sensitive details: Clearly define what is protected, particularly high-value or proprietary information.
- Secure your IP: Ensure you have the necessary intellectual property rights in place.
- Vet recipients: Only share information with trustworthy partners.
At Berry Smith, we specialise in drafting legally robust NDAs that protect high-profile clients and their innovations. Contact our IP team for expert advice.