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Sharing commercially sensitive information with a business partner is often an unavoidable part of pursuing a joint opportunity. Far less attention is sometimes given to what happens to that information if the relationship comes to an end. A recent High Court case offers a useful reminder of the risks, and of the steps businesses can take to protect themselves.
The case of Illiquidx Ltd v Altana Wealth Ltd provides a clear illustration of the kind of commercial dispute that can arise following the end of a joint venture. It raises questions about confidentiality, about what protection a non-disclosure agreement actually offers, and about the limits of copyright as a tool for protecting business materials. These are questions that any business owner involved in, or considering, a joint venture should be thinking about before the relationship begins rather than after it has ended.
Illiquidx had identified a specialist investment opportunity involving distressed Venezuelan debt. While the market itself was well known, the ability to structure an investment fund in a way that complied with US sanctions required a more technical understanding. The value lay not simply in the underlying asset, but in the knowledge of how to approach it in a compliant and commercially viable way.
To pursue the opportunity, Illiquidx entered into a joint venture agreement and a non-disclosure agreement with Altana Wealth and Brevent. The arrangements were clear in intent. The parties would work together to bring the fund to market, and the information shared between them in doing so would be kept confidential. Before the fund launched, the joint venture came to an end by mutual agreement.
What followed gave rise to the dispute. The Defendants went on to establish their own fund targeting the same investment opportunity. Illiquidx alleged that, in doing so, they had made use of confidential information that had been shared during the joint venture. It was also alleged that presentation materials created by Illiquidx had been reproduced in materials the Defendants subsequently used in their own ventures. Proceedings were issued for breach of the NDA, misuse of confidential information, and copyright infringement.
The Defendants’ central argument on confidentiality rested on a clause in the NDA that will be familiar to many businesses: the exclusion for information that is in the public domain. Their position was that the information Illiquidx sought to protect was, at least in principle, available from public sources, including from Illiquidx’s own website. If that was the case, it could not be confidential, and the NDA’s protections would not apply.
The Court did not accept this. The question was not simply whether elements of the information could be found, but whether it was so generally accessible that it could no longer properly be regarded as confidential. In this case, although aspects of the underlying information might have been identifiable to a determined researcher, the practical reality was that very few people would have understood its significance or known how to apply it. The specific knowledge required to structure a compliant investment fund in this context remained confined to a relatively small group of specialists and had not entered general circulation in any meaningful sense.
For businesses that rely on specialist knowledge or expertise, this distinction is important. The fact that component parts of information may be traceable in the public domain does not necessarily remove its confidential character. What matters is whether the information, in its applied and commercially useful form, is genuinely accessible to others.
The Defendants also argued that Illiquidx had undermined its own position by sharing detailed materials with potential investors as part of the fundraising process. On that basis, they said the information could no longer be treated as confidential.
The Court rejected that argument. Sharing information with a defined group of prospective investors in a controlled commercial context is not the same as making it generally available. The materials had been shared selectively and remained outside the reach of competitors. Illiquidx had not, by engaging in that process, waived its right to treat the information as confidential.
For business owners, this provides a degree of reassurance. Engaging in fundraising, negotiations or due diligence will not, in itself, destroy confidentiality, provided those disclosures are made within an appropriate framework and with clear expectations as to how the information is to be used.
On the confidentiality claims, the Court found in favour of Illiquidx. The Defendants had breached the NDA and misused confidential information by using it to establish a competing fund after the joint venture had ended.
The copyright claim produced a different result. Although elements of Illiquidx’s presentation materials had been used, the Court concluded that what had been taken did not amount to a substantial part of the work as a whole. As a result, the threshold for copyright infringement was not met.
This distinction is an important one. Confidentiality and copyright protect different things and operate in different ways. Confidentiality focuses on the information itself and the circumstances in which it is shared. Copyright protects the expression of an idea, and only where a substantial part has been reproduced. A business that relies solely on copyright to protect commercially sensitive material may find that it does not provide the level of protection expected.
What makes this case instructive is not simply the legal outcome, but what it reveals about how disputes of this kind tend to develop in practice.
When a joint venture ends and one party pursues a similar opportunity, disputes often focus on what information was shared, on what terms, and how it was used. These issues can be complex, especially where the opportunity itself is not new but the method is. Here, the dispute was not about the existence of a market for Venezuelan debt, but whether specific know‑how on investing in it compliantly had been misused. Proving this can be time‑consuming and falls to the party bringing the claim.
Such disputes are also shaped by earlier events. The original agreements, how information was exchanged, communications as the relationship broke down, and actions taken after the venture ended can all be crucial. By the time proceedings begin, the documentary record is largely fixed. Businesses that keep clear records, protect confidential information, and take early legal advice are in a much stronger position than those that do not.
Once litigation begins, the process can be demanding. Evidence must be gathered, witnesses prepared, and documents from the start of the relationship reviewed, all alongside running a business. As the case progresses, positions often harden, making settlement harder to achieve. Addressing issues early, before formal action, usually gives both parties more options and greater control over the outcome.
The judgment is an important reminder to business owners to consider the following:
Our commercial disputes team advises businesses across Cornwall and Devon on disputes arising from joint ventures, partnership breakdowns and the misuse of confidential information and intellectual property. If you are concerned about the protection of your commercial information, or if a business relationship is beginning to show signs of strain, we would welcome the opportunity to discuss your position. Please get in touch with our team to arrange an initial conversation.
About the Author: Fleur Uren is a Solicitor in the Commercial Disputes team at Coodes, having qualified in 2023 after completing her training contract with the firm. She began her legal career at Coodes as a paralegal, building a strong foundation in dispute resolution before progressing through to qualification. Fleur’s work reflects a practical, client-focused approach to resolving complex commercial issues. In 2025, she was highly commended in the Cornwall Law Society Junior Lawyer of the Year awards, recognising her contribution and development within the profession.
Get in touch: fleur.uren@coodes.co.uk 01872 246 238
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