Titan Wealth Services Limited & Anor v Tavistock Investments PLC & Ors [2026] EWCA Civ 500
Titan Wealth Services Ltd and Titan Asset Management Ltd (“Titan AM”) (together, “Titan”), brought proceedings for, among other things, breach of the non-compete clause in the Share Purchase Agreement and unlawful conspiracy against Tavistock Investments Plc and Tavistock Asset Management Ltd, (together, “Tavistock”) and three directors of companies within the Tavistock group. The corporate defendants are the Respondents to this appeal.
Titan Wealth acquired the share capital of what was then Tavistock Wealth in 2021. The parties accuse each other of the repudiation of the Share Purchase Agreement. Of particular relevance to this appeal, the sale did not include the ‘Model Portfolio Service’, which Tavistock continues to operate and which constitutes a range of model portfolios for use by financial advisers. Under another agreement, the OMA, Titan AM was to manage the Tavistock Model Portfolio Service.
Tavistock sought to amend its Defence and Counterclaim to introduce claims for breach of confidence and copyright infringement based on its discovery that Titan AM had set up its own model portfolio service to compete with the Tavistock service. The amendment in essence pleaded that Titan AM substantially copied Tavistock’s investment portfolios.
At first instance, Bryan J allowed Tavistock’s amendments, finding that they were coherent and gave rise to a real prospect of success. Titan AM appealed the judge’s decision in relation to the allegation of breach of confidence on the basis that the pleading was insufficiently particularised.
The Court of Appeal agreed, allowing Titan AM’s appeal with the consequence that Tavistock’s amendment has been disallowed. The Court found that the pleaded amendment was incoherent, self-contradictory and insufficiently particularised.
In particular, Tavistock’s pleading failed to identify with sufficient particularity which information was alleged to have been communicated to Titan in confidence. The pleading proceeded on the premise that Tavistock had communicated confidential information to Titan AM under the OMA; in reality, it was Titan AM which conducted the relevant investment research and made recommendations to Tavistock, such that information flowed in the opposite direction. Tavistock’s pleading also insufficiently particularised the alleged misuse; the Court found that the plea was based on inferences drawn from similarities between the parties’ portfolio factsheets that were either readily explicable or did not in fact exist.
Iain Purvis KC appeared as lead counsel for the Appellant, instructed by Quinn Emanuel Urquhart & Sullivan UK LLP.