Court of Appeal sets aside High Court order permitting breach of confidence counterclaim in Titan Wealth v Tavistock dispute

Summary. On 24 April 2026 the Court of Appeal (Males, Asplin and Miles LJJ) allowed an appeal by Titan Wealth Services Limited and Titan Asset Management Limited (Titan AM) against an order made on 11 December 2025, which had permitted Tavistock Investments PLC and associated respondents to amend their Defence and Counterclaim to introduce a breach of confidence claim. The Court of Appeal held that the proposed pleading was incoherent, self-contradictory and insufficiently particularised to enable the appellants to understand the case against them, and that the amendment should not have been allowed. The case is Titan Wealth Services Limited & Anor v Tavistock Investments PLC & Ors [2026] EWCA Civ 500.

Background. In June 2021 Titan Wealth acquired the share capital of what was then Tavistock Wealth Limited, subsequently renamed Titan AM, from Tavistock Plc under a Share Purchase Agreement. The transaction transferred the Acumen Funds to Titan AM but retained the Tavistock Model Portfolio Service (MPS) within Tavistock AM. Because the individuals who had managed the MPS remained with Titan AM, the parties subsequently entered into an Outsourced Management Agreement (OMA), under which Titan AM provided investment management services, including research and investment recommendations, to Tavistock AM in connection with the MPS. The OMA contained mutual obligations of confidence defined by reference to information disclosed by one party to the other in connection with the agreement. From about June 2022 the Acumen Funds suffered material investment outflows. Titan commenced proceedings in mid-September 2024, alleging, among other things, that Tavistock had breached the non-compete clause in the Share Purchase Agreement and conspired to injure Titan AM by orchestrating redemptions and diverting investors to third-party products. Tavistock denies those allegations and contends that redemptions resulted from sustained under-performance of the Acumen Funds under Titan AM's management. Each party asserts that the other committed repudiatory breach of the Share Purchase Agreement; it is common ground that the agreement has been terminated.

Development. The amendment in dispute arose from Tavistock's discovery that Titan AM had established its own MPS in competition with the Tavistock service. Tavistock sought to plead that Titan AM had misused Tavistock's confidential information in breach of the OMA and/or an equitable duty of confidence, and that factsheets produced for the Titan MPS infringed Tavistock's copyright. The High Court allowed the amendment on 11 December 2025, finding the pleading coherent and that it disclosed a real, as opposed to fanciful, prospect of success. The Court of Appeal disagreed. Males LJ, with whom Asplin and Miles LJJ agreed, applied the established principles governing amendment, namely that a proposed pleading must constitute a coherent and properly particularised statement of the case with a real prospect of success, and the further requirement that a breach of confidence pleading must specifically identify the confidential information alleged to have been misused. On the Court's analysis of the OMA, Tavistock's contractual confidentiality obligation extended only to information that Tavistock had itself disclosed to Titan. The analytical difficulty for Tavistock was that under the outsourcing arrangement it was Titan AM, not Tavistock, that carried out the investment research and made recommendations, so the information flow ran predominantly in the opposite direction to that on which the proposed pleading depended. The draft pleading failed adequately to identify what information meeting the OMA's confidentiality definition had been misused, or how.

Status. The substantive claims and counterclaims, including Titan's non-compete and conspiracy allegations and Tavistock's remaining counterclaims, remain on foot and are listed for trial in summer 2027. Public reporting does not specify what procedural step, if any, Tavistock may take in respect of the disallowed breach of confidence pleading.