Primary Group (UK) Ltd & Ors v The Royal Bank of Scotland Plc & Anor
2014
CHANCERY DIVISION
United Kingdom
CORAM
- THE HON MR JUSTICE ARNOLD
Areas of Law
- Contract Law
- Equity and Trusts
2014
CHANCERY DIVISION
United Kingdom
CORAM
AI Generated Summary
In Primary Group v RBS, the court found RBS breached confidentiality obligations by disclosing Primary’s financial reports to Direct Line, though Direct Line did not breach confidentiality as they reasonably believed RBS had authority. Confidentiality obligations in both contractual and equitable contexts were examined.
Judgment
MR JUSTICE ARNOLD :
Contents
Topic Paragraphs
Introduction 1
The witnesses 2-19
Primary’s witnesses 2-7
RBS’ witnesses 8-14
Direct Line’s witnesses 15-19
Approach to fact finding 20-21
Missing witnesses 22-23
The facts 24-173
Primary’s claim against RBS 174-205
The law 175-184
Incorporation of contractual terms 176
Contractual interpretation 177
Implication of terms 178
Collateral assurances 179
The banker’s duty of confidentiality 180
Assessment of damages for breach of confidence 181-184
Assessment 185-205
Implied obligation of confidence 186
Incorporation of the 2005 Terms & Conditions 187
Construction of the 2005 Terms & Conditions 188
Application of the SLF 189
Was RBS entitled to disclose the Medway reports to Direct Line 190-192
absent the assurances?
Should there be an inquiry as to damages? 193-205
Primary’s claim against Direct Line 206-260
The law 207-250
The elements of an equitable claim 207-208
The necessary quality of confidence 209
Circumstances importing an obligation of confidence 210-235
The scope of an equitable obligation of confidence 236-237
Obligations in respect of third party information 238-240
Unauthorised use 241-245
Without lawful excuse 246-247
Liability for breach of an equitable obligation of confidence 248-250
Assessment 251-260
Applying a subjective test 255-257
Applying an objective test 258-260
Overall conclusions 261-262
Introduction
The Second Claimant (“Primary Group”) is the parent company of a group which has carried on business in the non-life insurance industry since 1997. The First Claimant (“Primary UK”) is a wholly-owned subsidiary of Primary Group. From 1997 to 2007 the First Defendant (“RBS”) provided banking services to the Claimants (collectively, “Primary”). At the times that are relevant to this dispute, both RBS and the Second Defendant (“Direct Line”), then called The Royal Bank of Scotland Insurance Ltd (frequently referred to in the contemporaneous documents as “RBSI”), were subsidiaries of The Royal Bank of Scotland Group plc (“RBS Group”), but Direct Line is no longer a subsidiary. Direct Line was a competitor to three subsidiaries of Primary UK including GBI (Holdings) Ltd which traded as Swiftcover (“Swiftcover”). Primary contend that, when Primary expressed concern about this, RBS assured them of confidentiality. On 17 January 2006 Primary UK entered into a Senior Facilities Agreement with RBS (“the SLF”), which contained a number of covenants