Claim No: CFI 060/2023

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

(1) AES MIDDLE EAST INSURANCE BROKER LLC
(2) AES FINANCIAL SERVICES (DIFC) LIMITED
(3) AES FINANCIAL SERVICES LIMITED

Claimants

and

GSB CAPITAL LTD

Defendant

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AMENDED JUDGMENT OF H.E. JUSTICE RENE LE MIERE

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UPON the Part 8 Claim Form dated 28 August 2023

AND UPON the Case Management Order of H.E. Justice Rene Le Miere of 12 July 2024 (the “CMO”)

AND UPON hearing Counsel for the Claimants and Counsel for the Defendant at the Pre-Trial Review before H.E. Justice Rene Le Miere on 22 January 2025

AND UPON hearing Counsel for the Claimants and Counsel for the Defendant at the Trial before listed on 24 February 2025 to 7 March 2025 before H.E. Justice Rene Le Miere (the “Trial”)

IT IS HEREBY ORDERED THAT:

1. The Claimants' claims will be dismissed.

2. The Defendant shall file a minute of proposed orders as to costs, together with an outline of submissions not exceeding 6 pages and any supporting witness statements by no later than 4pm on Thursday, 17 July 2025.

3. The Claimants shall file a minute of proposed orders as to costs within a further 14 days, together with an outline of submissions, not exceeding 6 pages, and any supporting witness statements by no later than 4pm on Thursday, 31 July 2025.

4. Unless any party requests an oral hearing, the Court will determine the orders as to costs on the papers.

Issued by:
Hayley Norton
SCT Judge and Assistant Registrar
Date of issue: 3 July 2025
Date of re-issue: 9 July 2025
At: 2pm

SCHEDULE OF REASONS

Background, Claims, and Summary of Findings

1. The Claimants, AES Middle East Insurance Broker LLC ("AES"), and its affiliates, AES Financial Services (DIFC) Limited ("AES DIFC") and AES Financial Services Limited ("AES UK"), claim damages and injunctions against the Defendant, GSB Capital Limited ("GSB"), for alleged breaches of confidence, unlawful conspiracy, and inducement of breach of legal rights under the DIFC Law of Obligations 2005.

2. AES accuses GSB of orchestrating a coordinated move of key employees from AES to GSB, resulting in significant financial losses due to the transfer of clients and assets under management ("AUM"). The Claimants argue that GSB, with the assistance of former AES employees (the "Former Employees"), misused confidential information to solicit AES clients during the employees' non-solicitation periods, breaching their employment contracts and confidentiality obligations.

3. AES emphasises the importance of client information in the wealth management sector. AES also addresses the validity of the restrictive covenants under UAE Federal Law, arguing that these covenants are enforceable as they are reasonable and limited in scope. It accuses GSB of inducing or procuring these breaches, making it liable under Article 32 of the Law of Obligations. AES alleges that GSB offered financial incentives and facilitated the transfer of AES clients to GSB.

4. The Claimants seek damages for lost profits, negotiating damages, and injunctive relief to prevent further misuse of confidential information by GSB.

5. The claims of inducing or procuring a breach of a legal right and unlawful conspiracy are based on breaches of the non-solicitation covenants, breaches of confidence, and breaches of directors' duties by the Former Employees; Stuart Ritchie, Mauro De Santis Bo, Yazmin Boden, and Craig Ritchie.

6. The Defendant argues that the non-solicitation covenants in the employment contracts of the Former Employees are void due to lack of geographical restrictions and overbreadth. In contrast, the Claimants argue they are reasonable and necessary. The Court finds that the non-solicitation clauses are reasonable and do not go further than necessary to protect AES’s legitimate interests.

7. The Court finds that Yazmin Boden breached her non-solicitation covenant by attempting to solicit Mr Robson, but no other breaches of their non-solicitation covenants by the Former Employees were proved.

8. The Defendant argues that the confidentiality clauses in the Former Employees’ employment contracts are unenforceable due to their indefinite nature and vague definitions. The Court finds the confidentiality covenants in the employment contracts of the Former Employees are sufficiently certain and reasonable, and do not go further than necessary to protect AES’s legitimate interests.

9. The Claimants allege breaches of confidentiality through the use of client lists and other confidential data, but the Court finds the Claimants have not proved such breaches by the Former Employees.

10. The Claimants allege that Stuart Ritchie breached his director's duties by encouraging and facilitating the Former Employees' move to GSB; however, the Court finds no evidence that the Defendant induced or knew of this breach.

11. The Claimants allege an unlawful conspiracy involving breaches of non-solicitation covenants, breaches of confidence, and breaches of directors' duties. The Court finds only two relevant unlawful acts: Yazmin Boden's breach of her non-solicitation covenant and Stuart Ritchie's breach of his directors' duties. The Claimants' claim for relief based on unlawful conspiracy will be dismissed due to the lack of evidence of an agreement to do unlawful acts.

12. The Claimants alleged that the Defendant induced the Former Employees to breach their confidentiality obligations and restrictive covenants. The Court finds no evidence that the Defendant induced the Former Employees to breach their obligations.

13. The Claimants allege misuse of confidential information by the Defendant, but the Court finds no evidence of such misuse. The Court concludes that the Defendant did not receive or misuse the Claimants' confidential information.

14. The Court finds that the Claimants did not plead a case of vicarious liability for breaches of confidentiality by the Former Employees.

15. The Defendant argued that the case should be dismissed as an abuse of process due to relitigating issues already resolved by the Dubai Courts; however, the court did not determine this matter.

16. The Claimants claimed loss and damage due to the Defendant's alleged wrongful conduct, but the Court found no evidence to support these claims.

17. For the reasons below, the Court will order as follows.

Key players

The Claimants

18. The First Claimant is AES Middle East Insurance Broker LLC, which I will refer to as AES. It is a financial advisory firm registered in Dubai, UAE, and regulated by the UAE Central Bank.

19. The Second Claimant is AES Financial Services (DIFC) Limited, which I will refer to as AES DIFC. It is registered in the DIFC as a non-DIFC company, regulated by the Dubai Financial Services Authority (“DFSA”).

20. The Third Claimant is AES Services Limited, which I will refer to as AES UK. It is a company incorporated in the United Kingdom, regulated by the UK Financial Conduct Authority.

21. The Claimants are part of the AES Group. This global financial services organisation provides advice on investments, portfolio management, retirement planning, tax-efficient investment strategies, pensions, offshore private banking, insurance, and risk management.

22. Samuel Instone is the founder and Managing Director of the Claimants and the AES Group.

23. Ms Philippa Miller is the Co-Chief Executive Officer of AES.

24. AES offers financial planning and advisory services to its clients, including those of AES DIFC and AES UK. The financial planning and investment services of AES, AES DIFC, and AES UK are coordinated by a dedicated team of advisers, known internally as the wealth advisory division.

25. AES has two main divisions: the wealth advisory division, which offers services to individuals, and the health insurance division, which provides health insurance to businesses. Stuart Ritchie was the manager of the wealth advisory division, and the other Former Employees were his core team in that division.

26. When the Former Employees were advising prospective clients for GSB, they compared AES fees with those of GSB. It is an issue whether they did so using information they remembered or information that was on documents they had taken from AES. I will briefly outline some key aspects of AES's business to provide context.

27. In recent years, AES has primarily recommended Dimensional Fund Advisors to clients as a fund provider and has mostly advised them to use either Nedbank or Smart Account as the platform. At the time of the Former Employees' resignation, Nedbank's fees were 0.35%, while Smart Account's fees were 0.25%. Portfolio charges (i.e., Dimensional) ranged from approximately 0.33% to 0.35%. This information was publicly available on Dimensional's website, and updated every six months. The Former Employees testified that they could remember these fees and, thus, could compare AES fees with those offered by GSB. AES also charges an adviser fee of 1.25% for most clients. However, high-value clients can negotiate lower fees. The publicly known standard rate for an advisor fee is 1.25%,, as it was mentioned across various platforms, including in a book on expat financial planning, Facebook posts, and an online article by Mr. Instone in 2016.

28. AES presented statistics showing a range of fees, including those for legacy clients. Ms Miller explained that AES has several legacy clients who were engaged on a commission basis and therefore pay no ongoing fees. Some legacy clients pay fees of 0.25% and 0.5%. Excluding these legacy clients clarifies the standard fee structure. Of the 136 policies analysed by FTI as having left AES, 11 policies were charged less than 1.25%, while the remaining 125 policies had a fee of 1.25%. Thus, 92% of these policies were charged 1.25%.

29. The Former Employees testified that they could remember the adviser fees their clients were charged. Craig Ritchie explained, "You just remember that information because it is the foundation of our livelihood." Where clients were offered discounted fees, the Former Employees testified that they could remember these as well. For example, Stuart Ritchie recalled that Mr Romero's fee was 1.04%.

30. In addition to employed advisers, AES had several self-employed advisors (called network advisers). When these clients leave, AES does not claim ownership of them, nor does it restrict a network adviser's ability to contact their clients after leaving. The Former Employees worked in the wealth advice division.

The Defendant

31. The Defendant, GSB Capital Limited (“GSB”), is registered in DIFC and Dubai mainland, and regulated by the DFSA. It is a financial services business offering personal and institutional financial planning, private client advice and corporate advisory services. GSB and AES offer competing services.

32. GSB was founded in 2021 by Ross Whatnall and his wife, Alison Whatnall, who refer to themselves as founding partners.

33. Ross Whatnall is the CEO. Ross Whatnall's background was as a financial advisor. He had his own book of clients, and moved them with him when he changed companies. He was involved in advising clients or overseeing client advice at GSB. He led conversations with potential hires, including Stuart Ritchie, and was responsible for following up on these discussions. Ross was involved in the recruitment process, including making decisions about offers and remuneration for new employees. Additionally, he was responsible for ensuring that Former Employees complied with their obligations to AES, taking legal advice, and communicating with AES regarding these matters.

34. Alison Whatnall, the Chief Operating Officer, was involved in strategic decisions, such as transitioning advisers from a self-employed commission model to a fixed-salaried contract model. She participated in recruiting the Former Employees and handled administrative tasks like sending onboarding emails and ensuring confidentiality during recruitment. Alison was not involved in client-facing activities, focusing instead on internal operations and strategic planning.

35. The Former Employees signed employment contracts with GSB in June 2022 but were unable to work until their visa issues with AES were resolved. The UAE Ministry of Human Resources and Emiratisation, along with the DIFC Authority, were unable to issue temporary work permits due to jurisdictional conflicts.

36. At the suggestion of a UAE Government official, Ross Whatnall incorporated Whatnall For Marketing And PR LLC (“WFMP”) on 17 January 2023, enabling the Former Employees to commence work legally. The Former Employees signed employment contracts with WFMP on 13 January 2023 and received monthly salaries. They remained employees of WFMP until late 2023. Yasmin Boden commenced employment with the Defendant on 1 August 2023, Mauro DeSantis and Stuart Ritchie on 13 November 2023, and Craig Ritchie on 5 December 2023.

37. Ross Whatnall supervised the drafting of proposal reports for clients onboarded by referral from the Former Employees employed by WFMP.

The Former Employees

38. Stuart Ritchie commenced work for AES on 11 October 2015, pursuant to an employment contract dated 1 July 2015 and an addendum dated 24 March 2019. He was seconded to AES DIFC and AES UK, and became a director of AES UK. He resigned by letter dated 25 July 2022. His last day at work for AES was 24 October 2022.

39. Craig Ritchie is Stuart Ritchie’s brother. He was employed by AES pursuant to an employment contract dated 30 April 2019. He resigned by letter dated 25 July 2022. He was a senior associate at the time of his resignation. His last day at work was 24 August 2022

40. Mauro de Santis Bo was employed by AES under an employment contract dated 16 April 2014. He resigned by letter dated 25 July 2022. At the time of his resignation, he was an associate director. He finished work at AES in mid-September 2022.

41. Yazmin Boden was employed by AES MEIB under an employment contract dated 18 July 2019. She resigned by letter dated 25 July 2022. She was a senior associate at the time of her resignation. Her last day at work at AES was 24 August 2022.

42. All the Former Employees signed contracts of employment with WFMP on 13 January 2023 with a commencement date on the same day.

Claimants’ case and Court’s approach to the evidence

Outline of the Claimants’ case

43. The Claimants’ case against the Defendant, GSB, is centred around several key allegations and legal claims.

44. The Claimants accuse GSB of orchestrating a raid on AES by suborning the head of AES’s wealth advisory department, Stuart Ritchie, to act as a ‘recruiting sergeant’ for GSB. This involved planning a ‘team move’ of key staff, clients, and assets from AES to GSB, in breach of Stuart Ritchie’s duties as a director and senior employee of AES.

45. The conspiracy allegedly involved Stuart Ritchie encouraging other Former Employees to join GSB and overseeing the mass transfer of AES’s clients.

46. The Claimants allege that Stuart Ritchie and the Former Employees took confidential client information from AES, including ‘Load Files’ and ‘super spreadsheets’, and used this information to target AES clients once they joined GSB.

47. The Complainants allege that GSB was complicit in these breaches of confidence, as evidenced by emails and updates from the Former Employees to the Whatnalls, GSB’s founders, indicating knowledge and involvement in soliciting AES clients during restrictive covenant periods.

48. The Claimants assert that GSB induced the Former Employees to breach their employment contracts with AES, specifically the non-solicitation covenants, by soliciting AES clients during their restrictive covenant periods.

49. The Claimants base their case on three legal causes of action: unlawful conspiracy (Article 36 of the Law of Obligations), inducing or procuring a breach of a legal right (Article 32 of the Law of Obligations), and breach of confidence (Article 37 of the Law of Obligations).

50. The Claimants argue that GSB’s liability arises from complicity in the wrongful acts of the Former Employees and from primary liability for breaches of confidence.

51. AES claims losses of £8.6 million due to GSB’s wrongful acts, which include the loss of clients and assets under management.

Approach to the evidence

52. The Claimants rely on circumstantial evidence to support their allegations, inviting the Court to draw inferences of serious wrongdoing based on the plan and actions of the Former Employees and GSB.

53. I will consider whether the Claimants have proved each cause of action, on the balance of probabilities.

54. In a case involving the misuse of confidential information, inducing breaches of contract, and unlawful conspiracy, as in other cases, the Court can consider the combined weight of the evidence to determine whether an inference of breach or conspiracy can be drawn, even if individual facts are not proved on the balance of probabilities. This approach is demonstrated by Caldwell v J A Neilson Investments Pty Ltd¹, where the New South Wales Court of Appeal noted that while courts generally seek proof on the balance of probabilities of each fact and each element, it may be appropriate to take a broad view regarding whether one is satisfied on the balance of probabilities of the totality of the facts. The court highlighted that the combination of weighted probabilities of all facts, allowing for inter-dependence, can lead to sufficient confidence in the totality, on the balance of probabilities.

55. The standard of proof in civil cases is the balance of probabilities. When serious allegations are involved, the courts require more cogent or convincing evidence to meet this standard. This necessity arises from the significant consequences that such findings can have for the parties involved. This principle is reflected in several English cases. For example, in In re B (Children )², the House of Lords reiterated that while the standard of proof remains the balance of probabilities, the inherent probability or improbability of an event is a factor to consider when weighing the evidence.

56. In Australia, the Briginshaw principle, established in Briginshaw v Briginshaw³, similarly holds that while the standard of proof in civil cases is the balance of probabilities, the seriousness of the allegation affects the process of reaching a level of satisfaction. The court requires more cogent evidence to be satisfied that a serious allegation is true.

57. The Claimants accuse the founders of the Defendant of orchestrating a raid on a competitor by recruiting a senior manager to facilitate the transfer of key staff, clients, and assets, and by utilising confidential information to target the competitor's clients.

58. These are serious allegations. They involve procuring breaches of contractual and fiduciary duties, misappropriation of trade secrets, and unethical business practices. Such actions can lead to significant damage to reputations as well as legal consequences.

59. The evidence taken together may give rise to suspicion that the Defendant's founders engaged in such misconduct, but that will not be sufficient unless the Court reaches a level of reasonable satisfaction. In Briginshaw v Briginshaw, Dixon J discussed the principle as follows:

60. There are instances where the Claimants ask the Court to make findings adverse to the Defendant’s directors or the Former Employees based on inferences where the inference was neither pleaded nor put to the witness in cross-examination.

61. The rule in Browne v ⁴ is a rule of practice established by the House of Lords in 1893, and generally applied in common law courts since. It requires that if a party intends to contradict the evidence of a witness, they must put their contradictory evidence to the witness during cross-examination. This rule ensures that the witness has an opportunity to address and explain any contradictions.

62. It is generally unfair to both the witness and the trier of fact if an adverse inference or accusation of misconduct is made in closing submissions without having been pleaded or presented to the witness during cross-examination. This practice can undermine the fairness of the trial process because the witness is deprived of the opportunity to respond to and explain the accusation, which could unfairly damage their credibility or reputation. Additionally, the judge is not afforded the benefit of hearing the witness's explanation or defence against the accusation, potentially leading to an incomplete or biased understanding of the evidence.

63. Where I consider that to have occurred, I may disregard the adverse inference or accusation made in closing submissions, or draw the inference only if it is so compelling that it is unlikely the witness could have refuted it.

Evaluation of evidence

Claimants’ witnesses

Sam Instone

64. Mr Instone is the Co-Founder, CEO, and Managing Director of AES and the AES Group. He previously served as a Household Cavalry Officer in the British Army. With 20 years of experience in the financial advisory industry, he founded the AES Group in 2004. As the Managing Director, he holds the ultimate authority within the group, actively engaging in day-to-day operations, overseeing all activities, and maintaining overall oversight of all employees.

65. With Ms Miller, Mr Instone engaged in a sustained campaign to prevent the Former Employees from working for GSB, which included threatening behaviour, refusing to cancel their visas, making complaints to the police, and obtaining travel bans. Mr Instone made claims that were false or for which he had no or insufficient evidence.

66. In cross-examination, Mr Doherty, counsel for GSB, challenged Mr Instone’s honesty, credibility, and reliability. He challenged Mr Instone on inconsistencies in his testimony, including contradictory statements, allegations made without evidence, and unsubstantiated claims, as well as fabrications, misrepresentations, and a lack of disclosure.

67. Mr Instone’s statements about the timing and content of his communications with Mr Walsh are inconsistent. He initially claimed to have spoken to Mr Walsh immediately after a meeting on 8 August 2022, but later admits uncertainty about the exact timing, suggesting it could have been on 9 or 10 August 2022.

68. Mr Instone asserts that the Former Employees transmitted confidential information via WhatsApp, but admits to lacking evidence of such transmissions between the Former Employees.

69. Mr Instone made serious allegations in a police complaint without having the evidence to support them, such as claiming that confidential data was transferred to personal accounts. Mr Instone admits he has no evidence of this transmission between the Former Employees.

70. Mr Instone claims to have initiated an investigation based on Mr Walsh’s report; however, evidence shows the investigation began earlier, contradicting his statement.

71. Mr Doherty challenged Mr Instone on making misrepresentations, lying, and fabricating evidence, which require consideration in more detail.

72. The Defendant submits that Mr Instone lied about several matters to advance the Claimants’ position. The Defendant gives two examples in its written closing submissions concerning his credibility.

73. The first example is that on 25 June 2023, Mr Instone emailed Mr Greenfield at Dimensional to dissuade Dimensional from working with GSB. He falsely claimed that GSB had contacted AES's entire database. Secondly, he claimed that GSB had advised many clients to move all their investments to an unregulated Swedish private equity fund, Klint Ventures, which he suspects to be a Ponzi scheme. To support that false claim, Mr. Instone altered an email from a client, Mr. Gonzalez, to misrepresent that Mr. Gonzalez was transferring all his holdings to Klint Ventures, whereas the original email indicated only a partial transfer.

74. When confronted about the email alteration, Mr. Instone attempted to justify his actions, claiming the extent of the transfer was not significant:

75. Mr Instone admitted giving the impression that investments were being sold and transferred, which he acknowledged was a misrepresentation. He denied that his actions constitute lying, instead framing it as an attempt to highlight the transfer of good investments into poorer ones. He does not recall tampering with the document, but the evidence shows he did.

76. Mr Instone’s admission of misrepresentation and his evasive responses about lying and document tampering significantly undermine his credibility. It suggests he might not be fully honest or transparent. The reliability of his testimony is therefore compromised. If he is willing to misrepresent facts, his statements and evidence should be viewed with suspicion and require corroboration.

77. Another instance concerns statements to Stuart Ritchie. Mr Instone admitted that the statement made to Stuart, which claimed he had a “slew of signed witness statements for the police/courts,” was a lie⁵. The statement was made to advance AES’s case in negotiations with Stuart. He claimed that although he had multiple reports of dubious activities, only one was signed. He confirms that the reports were not in writing and were communicated orally. He admits that he did not ask the employees to provide written witness statements.

78. It is important to distinguish between lies told outside of court and the truthfulness of testimony in court. A lie told in a different context, for example an attempt to protect oneself from perceived injustice or under pressure, does not automatically mean the witness is lying in court. The context and motive behind the untruth are crucial.

79. The Claimants submit that Mr Instone was motivated by an understandable concern to protect the business he had spent decades developing, and which he feared faced an existential threat as a result of the reported wrongdoing on the part of the Former Employees.

80. In considering Mr Instone’s evidence, who was the principal witness supporting the Claimants’ claims, I have approached his testimony with caution. This is partly due to his

Pippa Miller

81. Ms Miller is a Managing Director and Co-CEO of AES, company secretary for AES DIFC, and AES UK.

82. Ms Miller worked at a UK-based media agency for eight years before joining AES UK in 2007. In 2013, she moved to Dubai and began working for AES. In 2020, she became Co-CEO of the AES Group. Among other responsibilities, she is primarily responsible for AES's operations. She has nearly 20 years of experience in the wealth advisory and financial services sectors.

83. Ms Miller tended to be evasive and argue the Claimants’ case at times.

84. For example, she was cross-examined to the effect that she unreasonably withheld a breakdown of the Former Employees' end-of-service entitlements, forcing them to go to court, and held up the cancellation of their visas to prevent them from starting work with GSB. Her behaviour and admissions during the cross-examination⁶ suggest that she was unreasonably trying to prevent the former employees from working, which negatively impacts her credibility and reliability as a witness.

85. When asked why she was trying to stop the Former Employees from working, Ms Miller initially responds that it was a "byproduct" of her actions. This response avoided directly answering the question. Only after the Court’s intervention did Ms Miller directly admit to wanting to stop the Former Employees from working.

86. Ms Miller’s initial evasiveness undermines her credibility, as it suggests she may not be fully transparent or willing to provide direct answers. The need for repeated questioning and judicial intervention to obtain a clear answer raises concerns about the reliability of the witness's testimony. It suggests that her responses may require careful scrutiny and verification.

87. Ms Miller stated that on or about 9 or 10 August 2022, Mr Instone told her what Mr Walsh had told him about the meeting on 8 August 2022, which increased her concerns about the Former Employees’ misconduct. She also states that Mr Instone gave her Mr Walsh's handwritten notes about the meeting, which she used to prepare a written statement about the meeting, which she subsequently signed and gave to Mr Instone and Mr Walsh on 2 September, indicating that she considered it important to document the meeting accurately in case matters escalated.

88. Ms Miller prepared a chronology of events on 18 August 2022. She acknowledged that there was some backdating involved for events prior to 18 August, and she kept it updated on a regular basis from that point. During cross-examination, Ms Miller was questioned about the absence of the 8 August 2022 meeting in her chronology of events. She explained that when she prepared the chronology, she relied on emails and Teams messages to jog her memory. She stated that she did not have any notes or emails to remind her of the meeting with Mr Walsh, which is why it was omitted. Given the importance Ms Miller placed on the meeting and the fact that she had handwritten notes and a draft of Mr Walsh’s statement not long before 2 September 2022, it seems unlikely that she would completely omit it from her chronology if her account of events is accurate.

Damien Walsh

89. Mr Walsh’s material evidence is limited to the alleged 8 August 2022 meeting.

90. I discuss Mr Walsh’s evidence when considering the alleged meeting. I do not accept his evidence.

Defendant’s witnesses

Ross Whatnall

91. Ross Whatnall worked as a UK financial advisor before moving to Dubai in 2013. He worked as a self-employed advisor in Dubai, which meant he maintained his own portfolio of clients and received a revenue split from the company with which he was associated. Typically, he earned 60% to 65% of the revenue, while the company retained the rest.

92. The Claimants challenge Ross Whatnall’s evidence on several bases.

93. The Claimants argue that Ross's claim of being interested in Stuart Ritchie for his managerial skills and personality, and that he would have recruited Stuart even without clients, is implausible. They contend that it is unlikely a start-up would incur the cost of hiring a senior adviser without expecting him to bring clients, especially given Ross's belief that Stuart, being self-employed, could freely transfer his clients to GSB. They assert that Ross's motivation to recruit Stuart and the Former Employees was financially driven. Following their initial meeting in November 2021, Stuart offered to bring assets under management (AUM) to GSB, which would significantly increase GSB's business, potentially tripling or quadrupling its size.

94. Ross Whatnall consistently maintained that Stuart was recruited primarily to manage the wealth management division, emphasising his managerial skills and brilliance. He asserted that Stuart was not obligated to bring clients to GSB.

95. Ms Birt, junior counsel for the Claimants, cross-examined Ross about the expectation that Stuart would bring his clients, asking, “Your expectation, in November 2021, is that Stuart will be bringing his clients with him, isn’t it?” Ross responded that in November 2021, there was no expectation for Stuart to join the business, though they were eager for him to join because of his brilliance.

96. Ms Birt highlighted the potential revenue benefit of Stuart bringing his clients, asking, “If Stuart brings his clients to GSB, that is more revenue for GSB; correct?” Ross agreed, “Of course.” However, this does not directly contradict Ross’s assertion about the primary reason for recruitment.

97. Throughout the cross-examination, Ross maintained that the focus was on Stuart’s managerial capabilities, not his client base. He repeatedly stated that the recruitment was for managing the team, not primarily for client acquisition.

98. I find no good reason not to accept the sincerity of Mr Whatnall’s evidence on that subject.

99. The Claimants criticise Ross Whatnall's alleged ignorance of aspects of GSB’s business, but I find no substance in these arguments. Mr Whatnall acknowledged his inexperience in running a business.

100. The Claimants argue that Mr Whatnall knew by April 2022 that some clients Stuart planned to move to GSB were not his own. They contend Mr Whatnall should have questioned how Stuart planned to move clients that were not his, but he failed to do so.

101. This argument assumes clients belong to either AES or Stuart and can only be transferred if they belong to Stuart. However, clients are free to move between advisers as they choose. Ross Whatnall acknowledged this, and when referring to Stuart’s book, he did not imply Stuart had the right to transfer clients:

102. It appears that at times Mr Whatnall did not analyse legal or commercial relationships the way a lawyer or more experienced businessman would, but in general, I accept the sincerity of his stated understanding at the relevant times. There is no good reason for rejecting Ross’s assertions.

103. The Claimants assert that Mr Whatnall was willing to lie to support GSB’s case. They provide three instances to support that claim.

104. The Claimants argue that Ross initially accepted the distinction between the two adviser models but later improvised a story — contradicting his witness statements and his wife's evidence — claiming that self-employed advisers were paid salaries, including during his previous experience in Dubai.

105. They assert that during cross-examination⁷, Mr Whatnall agreed that self-employed advisers, like him, received no salary. However, when confronted with Stuart’s 29 April 2022 email, which indicated a desire for GSB to match salaries and pay bonuses, Ross changed his evidence, claiming his previous firm in the UAE had paid him a salary⁸, contradicting his earlier statements.

106. This is not an accurate summary. Ms Birt asked Mr Whatnall⁹ about remuneration models in the wealth advisory industry, not his previous positions. Ross agreed that under the self-employed model, advisers receive a revenue split but added that some firms also pay a small salary, which is later deducted from fees earned. He explained that salaried advisers receive a regular salary and potentially a discretionary bonus. Ms Birt described the salary under the self-employed model as a stipend.

107. Ms Birt suggested¹⁰ that Mr Whatnall changed his evidence. She proposed that he knew before April 2022 that the Former Employees were salaried, which he denied. Ms Birt then suggested that Ross assumed in November 2021 that they were self-employed. He agreed and added that he believed they operated under a similar model to his previous firm, where he received 50,000 dirhams a month as a salary, deducted from his revenue split. Ross admitted that he had not previously provided this evidence.

108. Ms Birt then suggested Mr Whatnall's evidence was false because there was no salary in a self-employed model. Ross maintained that some firms refer to it as a retainer or salary. He reiterated that he received 50,000 dirhams at his previous firm. The following exchange occurred:

109. This evidence may be confusing, but I was not satisfied when I saw and heard Mr Whatnall give that evidence that he was lying or had changed his evidence. Having read the transcript, I have not changed my mind.

110. Next, the Claimants assert that Mr Whatnall accepted that his email to AES on 12 August 2022¹¹ in response to AES's letter of 11 August 2022¹² contained false information¹³ In his email, Mr Whatnall stated to Mr Instone that GSB had neither sought nor received any confidential information belonging to AES. Ross later acknowledged that this statement was incorrect, as GSB had indeed requested the Former Employees to complete the Load Files, which contained confidential client information.

111. However, it is incorrect to label this as a lie. Mr Whatnall explained that he was unaware at the time of sending the email that GSB had asked the Former Employees to complete the Load Files. There is no evidence to suggest that he was aware of the request when he made the statement.

112. The third alleged lie involves Mr Whatnall's claim in his witness statement that he signed off on client reports for clients transferred by the Former Employees from AES to GSB in 2023¹⁴. During his oral evidence, Mr Whatnall stated that these reports were prepared by a GSB paraplanner, Daniel Clarke, who attended all client meetings¹⁵. However, the Claimants contend that documentary evidence shows that the Former Employees attended the client meetings and issued instructions to Mr Clarke, who did not attend the meetings himself¹⁶. For instance, in February 2023, Craig Ritchie instructed Mr Clarke to perform administrative tasks while Craig was finalising the report¹⁷.

113. Ross Whatnall stated¹⁸:

114. Mr Whatnall reiterated¹⁹ that he was not present at the meetings between the Former Employees and clients, and that his paraplanner, Mr Clarke, was.

115. The evidence purported to disprove Mr Whatnall’s statement is an email from Yazmin Boden to Mr Clarke, asking him to prepare a report, and Mr Clarke's response, which attaches the report. This does not prove Mr Whatnall’s statement was false, let alone a lie. The allegation against Mr Whatnall was not put to him during cross-examination, denying him the opportunity to respond. I do not find that he lied or improvised a story.

116. In considering Mr Whatnall’s evidence, who together with his wife were the principal witnesses for the Defendant, I have approached their testimony with a degree of caution. This is not because I found them to be inherently unreliable, but because the resolution of the dispute turns to a significant degree on their account. I have therefore assessed their evidence in the context of the contemporaneous documents, the parties’ conduct, and the inherent plausibility of the events described. While Mr Whatnall gave his evidence with apparent confidence and was a convincing witness, I am mindful that confidence is not a substitute for accuracy. I have paid particular attention to whether his account is consistent with the documentary record and whether it aligns with what one would reasonably expect in the ordinary course of business dealings, but mindful that at the relevant times, Mr Whatnall was relatively inexperienced in running a business. Where his evidence was consistent with the objective material and circumstantially plausible, I have accepted it. Where it diverged without adequate explanation, I have treated it with caution.

Alison Whatnall

117. The Claimants claim Alison Whatnall's witness statements contained several lies.

118. The first claim is that she stated the Former Employees were the first employed advisers hired by GSB and denied knowledge of the self-employed adviser model in Dubai, despite later admitting she was aware of it as early as January 2022. The Claimants assert that when confronted with inconsistencies, Ms Whatnall often claimed she did not know or remember, which undermines the reliability of her evidence.

119. The Claimants assert that Ms Whatnall’s evidence contains inconsistencies regarding the hiring timeline of employed advisers and her knowledge of adviser models. They assert that she claimed the Former Employees were the first salaried advisers, but evidence suggests otherwise. Additionally, her acknowledgment of the salaried model by January 2022 contradicts her earlier claim that all advisers were self-employed. These discrepancies indicate potential dishonesty or misunderstanding in her testimony.

120. I do not accept that analysis. I paid careful attention to the cross-examination on this subject. I considered, and still consider, that the cross-examination revealed several instances suggesting confusion about the concept of salaried advisers and the timeline of their implementation, rather than deliberate dishonesty.

121. Ms Whatnall was uncertain about the timeline for when salaried advisers were employed. When asked if there were salaried advisers in 2021, she disagreed, stating that there weren’t any, but she acknowledged being aware of the salaried adviser model by January 2022. This indicates confusion of the timeline rather than dishonesty.

122. Ms Whatnall’s statements about advisers' employment status are inconsistent. For example, she asserts that the Former Employees were the first salaried advisers, contradicting Mr Whatnall’s assertion that there were salaried advisers before recruiting the Former Employees. Ms Whatnall expressed uncertainty about Ross Whatnall’s confirmation, indicating confusion rather than an attempt to deceive.

123. Ms Whatnall struggled to recall specific details about advisers, such as Robert Mankelow’s joining date and employment status, showing a lack of clarity rather than dishonesty. Similarly, she was unsure about Richard Canwell’s role and timeline, further indicating confusion.

124. Ms Whatnall frequently deferred to others’ expertise, such as lawyers, for drafting contracts, suggesting a reliance on external input rather than a comprehensive personal understanding of the salaried adviser model.

125. Ms Whatnall admitted to having limited experience in the industry and, based on past interactions—particularly her understanding of Mr Whatnall’s past employments—assumed advisers were self-employed, which could explain her confusion about the salaried model. This was exacerbated by the disconnect between counsel’s approach and the witness’s experience. Counsel approached the matter as if there were two rigidly distinct remuneration “models” – salary and commission-only compensation. It potentially leads to confusion to assume that only fixed salary or commission models exist. Remuneration is often a blend of fixed, variable, and deferred components.

126. During the cross-examination I formed the view that Ms Whatnall did not at the time of the relevant events Ms Whatnall had not turned her mind to the Former Employees’ remuneration arrangements at AES and their possible implications.

127. Overall, the cross-examination suggests that Alison Whatnall’s statements reflect confusion and a lack of clarity about the salaried adviser model and its timeline, rather than deliberate dishonesty. Her reliance on others, inconsistent statements, and acknowledgment of limited experience support this conclusion.

128. Next, the Claimants assert that despite claiming her family's livelihood depended on GSB, Ms Whatnall displayed a cavalier attitude towards her business responsibilities, including a lack of understanding of her director duties and failing to conduct due diligence on senior hires. She committed to significant financial expenditures without a plan for revenue generation, which contradicts her claim of disinterest in the Former Employees' revenue generation.

129. The Whatnalls had not previously owned or operated a business. Some of Ms Whatnall’s evidence reveals a lack of experience and understanding of legal relationships and concepts. I do not accept that she had a cavalier approach to the business. On the contrary, I believe she was sincere in her desire to prevent GSB from getting into legal trouble that could jeopardise the business, which was the family’s livelihood.

130. The Claimants submit that, contrary to her witness evidence, Ms Whatnall was aware of the Former Employees breaching their restrictive covenants and implicitly encouraged it, recognising a strategy in place regarding these covenants. This is a critical allegation, which I will consider later in these reasons. For now, I will examine the evidence the Claimants present to support their claim that Ms Whatnall was aware of the Former Employees breaching their restrictive covenants and implicitly encouraged it. The evidence relied upon includes a Teams message and the cross-examination of Ms Whatnall about it.

131. The Teams message and cross-examination do not indicate that Ms Whatnall is lying. Her responses suggest a lack of complete knowledge or involvement in certain strategies related to client restrictive covenants and onboarding.

132. Ms Whatnall acknowledged the existence of restrictive covenants. She expected the Former Employees to onboard more clients but attributed delays to strategies related to their restrictive covenants. Ms Whatnall repeatedly stated she was unaware of specific details regarding social interaction strategies, service level inquiries, or solicitation tactics. She insisted that the Former Employees were instructed to comply with their obligations to AES.

133. Ms Whatnall consistently denied knowledge of specific strategies that would breach the restrictive covenants. For instance, she denied knowledge of any strategy that involved starting with social interactions with clients, or that involved phone calls to request confidential data.

134. Ms Whatnall expected the Former Employees to onboard more clients based on referrals and leads provided by Ross Whatnall, not due to any breach of covenants. She testified that she expected the Former Employees to honour their obligations to AES. Furthermore, she denied that the strategy in the Teams message was related to breaching restrictive covenants.

135. Throughout the cross-examination, Ms Whatnall maintained that she did not discuss or endorse any strategy that would breach the restrictive covenants. She emphasised that the Former Employees were expected to comply with their obligations, and confirmed that the Defendant had written to the Former Employees, telling them they had to comply with their obligations to AES. This is consistent with her denial of any awareness or implicit encouragement of any breach.

136. Ms Whatnall’s testimony has no explicit contradictions regarding her awareness or encouragement of breaching the covenants. She consistently denied knowledge of any strategies that would violate the covenants and reiterated the expectation of compliance with contractual obligations.

137. In conclusion, the Teams message and the cross-examination are consistent with Ms Whatnall’s denial of any awareness or implicit encouragement of the Former Employees breaching their restrictive covenants. They do not prove she was lying.

138. The Claimants assert that Alison Whatnall had a visceral dislike for Mr Instone, blaming him for a campaign against the Former Employees and justifying harm caused to AES. Her animosity extended to a desire for AES to lose its CEFEX accreditation, directing Stuart to persuade CEFEX to remove it, and later denying involvement in a bogus complaint made to CEFEX. The Claimants submit that is established by Ms Whatnall’s messages with Stuart a few months earlier ²⁰ and her cross-examination ²¹ .

139. Ms Whatnall acknowledged that she has not made any attempt to apply for CEFEX accreditation for GSB, indicating a lack of direct interest in obtaining it. However, she also expressed a sentiment that it would be “much better when it says GSB” in a Teams message, which suggests a preference for GSB to have the accreditation instead of AES.

140. In a message to Stuart, she stated, “You get them struck off and I will work with Naomi to get us added”. This statement directly implies a desire for AES to lose its accreditation and for GSB to gain it, which could be interpreted as directing Stuart to act against AES’s accreditation.

141. Ms Whatnall denied making the complaint to CEFEX and states that she found out about the complaint during the proceedings and does not know who made it.

142. Ms Whatnall expressed strong negative feelings towards Mr Instone and AES, hoping for misfortune to befall them. This animosity could suggest a motive for harming AES’s business interests, including its accreditation.

143. She acknowledged that Stuart said “deal” in response to her message about getting AES struck off. However, she also notes that Stuart denied making the complaint when asked.

144. Ms Whatnall’s expressed hostility is a reason to scrutinise her evidence more carefully, but it is not, by itself, a reason to reject it. The key is whether the evidence stands up when tested against the broader evidentiary context.

145. Ms Whatnall’s denials and absence of evidence that Stuart made the complaint have not been proved to be false.

146. The Claimants submit that a Teams message²² and cross-examination on it²³ show that Ms Whatnall found it amusing to mislead the Court. Alison acknowledged that she or her staff had made a mistake in sending a letter to the Former Employees instructing them to comply with their contractual obligations to AES, but failed to send one to Stuart Ritchie. In a Teams message, she said to Stuart, “I hope they can blag it that we sent them to you all. LOL." Stuart replied, "I'm happy to sign a backdated paper copy" Alison responded, “it's more that I would need to prove I sent it in January but appreciate the offer”, accompanied by emojis.

147. During cross-examination, Alison repeatedly indicated that her comments were intended as jokes. For instance, when asked about the message “I hope they can blag it that we sent them to you all. LOL,” she said, “As you can see, this is very much a joke”. Ms Whatnall highlighted the use of “LOL” as an indicator of humour. She consistently maintained that her comments were jokes.

148. While the Teams messages were ill-judged and suggest a degree of flippancy, I do not find that they demonstrate an intention to mislead the court. Ms Whatnall’s acknowledgment of the seriousness of misleading the court, and her consistent explanation that the comments were jokes, weigh against a finding of dishonesty. However, I have approached her evidence with appropriate caution and have tested it against the contemporaneous documents and the evidence of other witnesses before accepting it

149. Ms Whatnall’s evidence is that she believed the Former Employees had done nothing wrong. The Claimants argue that it is incredible that she failed to even ask them to provide their phones to GSB's data management experts, Lineal²⁴. The Claimants submit that the only way to conclusively prove whether the Former Employees had taken AES' confidential information was to interrogate their phones. If she genuinely believed the Former Employees had done nothing wrong, she would have at least asked them to cooperate to assist GSB. The only reasonable inference to draw from her failure to do so is that she knew the data on the Former Employees phones would confirm they had taken such information.

150. Ms Whatnall states that she and her husband provided their phones because it was their business, but she considered it an invasion of privacy to ask the Former Employees to do the same. She stated, “It’s not up to us to ask the Former Employees to provide their personal devices. It’s an invasion of privacy”. This indicates that privacy concerns were a significant factor in her decision.

151. Ms Whatnall stated that she followed the legal advice of their lawyers and did what the experts asked them to do. This suggests that her actions were guided by legal counsel, which may have influenced her decision not to request the Former Employees phones.

152. There is evidence of some confusion on Ms Whatnall’s part regarding whether a request was made for the Former Employees to image their phones. She initially thought they had asked for imaging but later corrected herself, acknowledging that it was just a request for documentation. This confusion may suggest that the decision was not made strategically to avoid revealing incriminating data.

153. When asked directly if she refrained from requesting the phones because she knew it would reveal AES’s confidential information, Alison firmly denied it.

154. The cross-examination suggests that the decision not to request the Former Employees’ phones was influenced by a combination of respecting privacy, following legal advice, and possibly some misunderstanding about the nature of the requests made to the Former Employees.

155. While the Claimants invite the court to infer that Ms Whatnall’s failure to request the Former Employees’ phones was motivated by a desire to conceal wrongdoing, I do not consider that the evidence supports such a conclusion. Ms Whatnall gave a consistent explanation grounded in privacy concerns and legal advice. Her initial confusion about the nature of the request does not, in my view, indicate dishonesty. I have therefore not treated her as an unreliable witness on this basis, though I have approached her evidence with appropriate caution and tested it against the broader evidentiary record.

Stuart Ritchie

156. Stuart Ritchie is a partner employed by GSB.

157. He commenced employment with AES on 11 October 2015.

158. He was appointed a director of AES UK in 2016 or 2017.

159. As is often the case, GSB submitted that Stuart was a credible and honest witness who answered questions directly and clearly, whilst the Claimants submitted that he was an argumentative witness who did not give straightforward evidence.

160. The Claimants give three examples of his responses to questions in cross-examination that might be seen as defensive or argumentative. That does not necessarily mean that he has something to hide or is not being truthful. The Claimant's case rests on misconduct by the Former Employees, particularly Stuart, and he has been subjected to accusations of wrongdoing ever since he resigned from AES, including police complaints and travel bans. The cross-examination was necessarily accusatory. His integrity was being questioned. That he sometimes reacted defensively or sought to remove the sting from questions with qualifications to protect his reputation does not necessarily mean he was untruthful.

161. A major issue of credibility against Stuart is that he was untruthful in the interview with Mr Instone and Ms Miller on 23 August 2022. The Claimants submit that Stuart lied repeatedly in his investigation interview with Mr Instone and Ms Miller.

162. Stuart admitted he told the following lies:

163. Stuart stated he told those lies for several reasons:

164. Stuart Ritchie admitted to lying intentionally to avoid providing information that could be used against him. This indicates a deliberate attempt to deceive, which is ethically problematic.

165. He acknowledged that he should have opted for a “no comment” response instead of lying. This suggests a recognition of his wrongdoing, but it does not absolve him of the initial deceit.

166. Stuart’s admitted dishonesty during the internal interview on 23 August 2022 is a serious matter and one which I have taken into account in assessing his credibility. However, I also recognise that the interview was not conducted under oath, and that Stuart has been candid in acknowledging his lies and the reasons for them. His explanation—that he was attempting to protect himself and that he felt misled by Mr Instone—provides some context, though it does not excuse the conduct. I have therefore approached his evidence with caution, particularly where it is unsupported by contemporaneous documents or independent corroboration.

167. Nonetheless, I do not consider that his dishonesty in that interview renders all his evidence unreliable. I have assessed his testimony in the round, considering its consistency, plausibility, and alignment with the broader evidentiary record.

Mauro de Santis Bo

168. Mauro de Santis Bo started employment with AES on 16 April 2014.

169. In March 2022, he was made an associate director at AES.

170. The Claimants assert that Mauro was unable to explain gaps in his witness statements or to offer a plausible counter-narrative to the inferences that arose that he had deleted documents and withheld disclosure to conceal his own wrongdoing²⁵.

171. Mauro confirmed that he deleted all his WhatsApp messages in September or October 2022, after consulting with his lawyers. He stated that his lawyers did not advise him not to destroy documents or evidence. He explained that he was scared and wanted a “fresh start” after his notice period ended, which motivated him to delete everything, as he was aware that messages could be used against him.

172. He denied that the deletion was to conceal wrongdoing. The context of being scared and aware of potential misuse of messages suggests a defensive motive, which is plausible given the stress of legal proceedings.

173. Mauro did not delete WhatsApp contact details or phone numbers; he only deleted the message history. He also retained his LinkedIn connections, including client contacts. This selective retention could undermine the “fresh start” explanation, as it indicates a choice to preserve certain information while deleting others.

174. Mauro acknowledged retaining client contact information on LinkedIn and disagreed with the notion that this information was confidential to AES. This suggests a potential motive to retain valuable contacts while eliminating potentially incriminating communications.

175. Mauro’s deletion of his WhatsApp messages in September or October 2022 is a matter of concern. While he explained that he was motivated by fear and a desire for a fresh start, and that he did not receive legal advice prohibiting such deletion, the selective nature of what was deleted and retained raises questions about the credibility of that explanation. I do not find that this act alone renders Mauro’s evidence unreliable. However, I have approached his evidence with caution, particularly where it relates to matters that may have been documented in the deleted messages. I have tested his evidence against the contemporaneous documents and the evidence of other witnesses before deciding what weight to give it.

Yazmin Boden

176. Yazmin Boden commenced employment with AES after signing an employment contract dated 30 April 2019.

177. The Claimants suggest that Yazmin's evidence should be rejected unless corroborated by contemporaneous documents for several reasons.

178. The Claimants assert that Yazmin initially claimed that the Former Employees' moves to GSB were uncoordinated but had to abandon this stance due to GSB's disclosure. However, she continued to assert that her decision was independent of Stuart and the other Former Employees. The Claimants assert that Stuart Ritchie's evidence contradicted her claim of independence, which stated that the resignation was coordinated and agreed upon for 25 July.

179. This involves a nuanced interpretation of the concept of "independence" in decision-making. The circumstances show that the Former Employees discussed their move and coordinated their resignations, which indicates a level of collaboration and mutual influence. Yazmin claims her decision was independent. This could mean that, despite the discussions and coordination, she made her decision based on her own reasons and circumstances without being directly influenced by the other Former Employee’s decisions.

180. While Yazmin might genuinely believe her decision was independent, the evidence of coordination complicates this claim. It is not entirely truthful to say her decision was independent if the coordination influenced the timing or nature of her resignation. However, if her motivations were genuinely personal and predated the discussions, her evidence may be accepted as true.

181. The Claimants assert Ms Boden’s application to GSB and the offer she received were merely procedural. They also claim Ms Boden misled clients about access to the GSB Wealth Management mailbox. These are nuanced issues.

182. The Claimants assert that Yazmin's oral evidence regarding her interview with Johanna McGinn of GSB is false, as it lacks any supporting documentary evidence and is not mentioned by other Former Employees.

183. Ms Boden claimed to have spoken with Ms McGinn. I note that her acceptance was significantly later than that of the other Former Employees. Yazmin may be exaggerating the significance of a discussion with Ms McGinn, but I cannot conclude that it did not take place.

184. The Claimants fairly observe that Yazmin's evidence was marked by anger and justifications for untruths in her interview with Mr Instone and Ms Miller, influenced by perceived wrongs by AES and Mr Instone.

185. Much of Ms Boden's evidence was delivered with conviction and apparent sincerity, which was convincing.

186. Ms Boden’s evidence was at times marked by defensiveness. A tendency to justify past untruths, particularly in relation to her interview with Mr Instone and Ms Miller. Her claim of independence in her decision to move to GSB is difficult to reconcile with the evidence of coordination among the Former Employees. However, I accept that she may have genuinely believed her motivations were personal. The absence of corroboration for her claimed interview with Ms MacGinn raises some concern, but I cannot conclude that the conversation did not occur. While I have approached her evidence with caution, particularly where it is contradicted or unsupported, I found much of her testimony to be delivered with conviction and apparent sincerity. I have therefore assessed her evidence in context, weighing it carefully against the broader evidentiary record.

Craig Ritchie

187. Craig Ritchie commenced employment with AES after signing an employment contract dated 30 April 2019.

188. The Claimants submit that Craig's evidence was unreliable due to dishonest and inconsistent accounts, particularly regarding his recruitment by GSB. At his interview with Mr Instone and Ms Miller he falsely claimed ignorance of other Former Employees applying to GSB, despite documents showing he was aware and coordinated with them.

189. The Claimants claim his trustworthiness is further questioned due to his handling of the 'Clients.xlsx' file, which he kept privately and printed on significant dates related to employment offers. I will consider that issue later.

190. The Claimants assert that Craig provided dubious explanations for not preserving data, such as wiping his laptop twice, claiming it was to avoid accusations of holding confidential information, but later admitted it was to destroy evidence.

191. Craig's explanation for wiping his laptop can be seen from two perspectives.

192. First, Craig stated feeling paranoid due to increasing legal threats and scrutiny. This fear could lead someone to take strong measures to protect themselves, even if they haven't done anything wrong. Being trapped in a foreign country with a travel ban and facing legal threats can be a highly stressful situation. The desire to ensure there is nothing on the laptop that could be misinterpreted or used against them might drive someone to wipe their device.

193. On the other hand, wiping a laptop twice can be seen as suspicious behaviour, especially if done in response to legal scrutiny. It might suggest an attempt to destroy evidence. The argument that if nothing wrong was done, there would be no need to wipe the laptop, holds weight. The act of wiping the laptop could be interpreted as an effort to hide incriminating information.

194. Hence, I am unable to determine why Craig wiped his laptop.

195. The Claimants assert that Craig failed to restore past WhatsApp messages and selectively preserved conversations, offering no coherent explanation, and did not ask a client for relevant messages he claimed to have lost.

196. The Claimants make other criticisms of the credibility of Craig's evidence.

197. Primarily, Craig admitted to providing false information during his interview with Mr Instone and Ms Miller, and his explanations for wiping his laptop and neglecting to preserve or retrieve relevant communications are troubling. While I accept that he may have been under considerable stress and that fear may have influenced his actions, these factors may not fully explain the observed pattern of behaviour. Therefore, I have approached his evidence with caution.

The Experts

James Church-Morley

198. Mr Church-Morley was an expert witness called by the Claimants.

199. The Defendant challenges the assumptions underlying Mr Church-Morley’s expert opinions and some of his reasoning, but not his expertise, objectivity, or professionalism.

Daniel Turner

200. Daniel Turner is an expert called by the Defendant.

201. The Claimants made several criticisms of Mr Turner, including that his opinions were unreliable and that he was unable to explain them.

202. I reject those criticisms of Mr Turner. One may disagree with the assumptions underlying Mr Turner’s expert opinions and some of his reasoning, but not his expertise or his explanation of his opinions.

The Expert’s Concurrent Evidence

203. The experts gave their evidence concurrently. They did so with the impartiality and objectivity I would expect of a professional witness.

204. Both experts clearly explained their opinions and analyses, which led to their conclusions.

205. The experts cooperated in reaching an agreement wherever possible, and identified for the Court where they disagreed and the basis for their disagreement. Much of their disagreement arises from the different assumptions they adopted or were instructed to adopt. I will discuss those issues below.

Documentary Evidence

206. The documentary evidence is voluminous. The trial bundle contains more than 14,000 pages, plus a supplementary bundle.

207. The Defendant states in its written submissions that the documentation before the Court “is the tip of the iceberg.”

208. Document disclosure, the search for documents, and disputes over documents are significant because the absence of alleged or expected documents is relevant to the Claimants’ claims.

209. The Defendant refers to the extent of the documents disclosed. For example, the Defendant states that the Claimants have taken the Court to 6 pages of Teams chats between Yazmin Boden, Craig Ritchie, and Mauro de Santis Bo in which 43 messages are exchanged between 2 March 2022 and 15 April 2022. However, in their standard production, the Claimants produced 12 different Teams chats involving the former Employees, including:

210. The Defendant asserts that although the Court is taken to only 43 messages, the Claimants have meticulously reviewed over 57,000 messages exchanged between the Former Employees.

211. The Claimants challenge the Defendant’s disclosure.

212. Alison Whatnall stated in the Amended Document Production Statement (“DPS”) that the Defendant conducted a very extensive document production exercise. This involved the instruction of an external firm of eDiscovery specialists called Lineal. GSB granted Lineal full access to its Microsoft 365 system (which includes Outlook, Onedrive, and Sharepoint) as well as Alison’s and Ross’s individual electronic devices. This information included all emails held in each custodian’s Outlook folder, all files from each custodian’s OneDrive folder, all files from GSB’s SharePoint, all Microsoft Teams chats involving any of the custodians, and all information stored on Ross’s or Alison’s devices. All data within the date range of 1 October 2021 to 1 April 2024 was uploaded to Relativity (Lineal’s eDiscovery platform), amounting to over 2 million documents. Additionally, to ensure that any screenshots were captured, Lineal uploaded all images from the global data set to Relativity and filtered them using an AI-driven application to identify potentially relevant images. The searches required by each request in the DPO were then run on that dataset, after which every document identified as potentially relevant was manually reviewed. For transparency and completeness, when a relevant document was identified, the attachments and document family were disclosed.

213. The searches required by the DPO involved searches for 225 clients. The manual review required 22,000 documents to be reviewed.

214. Almost 10,000 documents were disclosed in response to the DPO.

215. One category of information identified by the DPO was held on the Former Employees’ personal devices. To comply with the DPO, on 3 June 2024, the Defendant’s representatives wrote to the Former Employees’ representatives, attaching a copy of the DPO and requesting that the Former Employees search for and produce documents responsive to Request 1, which cross-referred to Requests 2, 5 to 10 inclusive, and 13 to 15 inclusive, as well as Requests 2, 6, 7, 8, and 9 where relevant. Those requests specifically referred to searches of the former employees' LinkedIn and/or WhatsApp accounts. In response, the Former Employees, via their legal representatives (an international law firm), provided several tranches of documents, which were then disclosed to the Claimants.

Chronology of events

9 November 2021, Whatnalls meet Stuart Ritchie

216. Ross Whatnall was aware of Stuart Ritchie. Ross considered Stuart to be highly regarded in the financial planning industry and known for his ethical and skilled approach.

217. The Whatnalls’ initial contact with Stuart stemmed from a misunderstanding. Alison Whatnall informed Ross that someone named Stuart had contacted GSB. Ross mistakenly believed that Stuart Ritchie was the one who had made the approach, so he contacted Stuart Ritchie. Although Stuart pointed out the error, he expressed interest in speaking with the Whatnalls regardless. The meeting took place on 9 November 2021.

218. Ross Whatnall’s evidence is as follows.

219. Ross’s evidence is consistent with that of Alison Whatnall and Stuart Ritchie, although their evidence varies in detail.

220. Stuart Ritchie stated that the conversation did not cover remuneration or contractual matters.

221. Ross Whatnall stated that although GSB had not initially sought to recruit multiple individuals, they were open to hiring good people who shared their values.

222. Alison Whatnall mentioned that she and Ross were impressed by Stuart’s qualifications, reputation, integrity, and honesty.

223. Ross stated that he did not believe discussing potential recruitment with Stuart breached any contractual or legal obligations, as they had not encouraged him to speak with his team. Before meeting Stuart, Ross assumed he was self-employed at AES, which was common in the industry, and he believed clients would follow him to a new company if they chose to.

224. I accept the accounts of Mr Whatnall, Ms Whatnall, and Stuart Ritchie regarding the meeting's occurrence and the topics discussed.

225. The following day, 10 November 2021, Ross Whatnall emailed Stuart Ritchie stating they would love to continue the conversation and discuss integrating Stuart and his team into the group. If interested, he should let the Whatnalls know, and they would schedule a meeting before heading to the UK on 27 November²⁶.

226. Stuart replied on 14 November 2021²⁷. He stated as follows.

227. Stuart Ritchie stated in his witness statement that he took screenshots from AES’s Power BI system, which aggregates client information and provides totals, and he didn’t regard it as a breach of confidence. Mr Instone stated in his witness statement that the screenshots were highly confidential.

228. Ross Whatnall replied that same day, 14 November 2021, stating amongst other things²⁸:

229. The following day, 15 November 2021, Stuart emailed Mr and Mrs Whatnall²⁹, stating amongst other things, the following.

230. Stuart sent further screenshots showing AUM under management.

231. On 9 December 2021, Alison emailed Stuart, wishing him Merry Christmas and that they would love him to be part of their team.

November 2021 to April 2022

232. Stuart Ritchie, Mauro de Santis Bo, Yazmin Boden and Craig Ritchie gave evidence of discussions about GSB in this period. The evidence does not suggest that GSB was trying to recruit Craig, Mauro or Yazmin or that Stuart was actively trying to recruit them to work for GSB. Instead, it indicates that Stuart mentioned opportunities at GSB in a more casual and informative manner as follows.

233. Overall, the evidence shows Stuart’s approach as more of a discussion about potential opportunities rather than an active recruitment effort.

234. The Claimants assert that by about early to mid-April 2022, the Former Employees had decided they would move together to GSB. The Claimants point to some AES Microsoft Teams messages which the Claimants characterise as references to the Former Employees arranging to leave as a team.

19 April 2022 breakfast meeting

235. Stuart had a breakfast meeting with Mr and Ms Whatnall on 19 April 2022. Their meeting accounts are broadly similar, although not very detailed. Ms Whatnall describes it as a more in-depth meeting. Stuart states it was more focused on the possibility of his joining GSB than the general discussion in November. Ms Whatnall mentions that they discussed who GSB had terms with, the number of terms of business, their growth plans, what CRM they used, and their internal structures. They do not remember if remuneration was discussed, but Stuart believes it probably came up. Ms Whatnall indicates they discussed other candidates GSB were recruiting. Stuart assumes they talked about the potential for some members of his team to apply to GSB. His recollection is that Mr and Ms Whatnall were not pressing the issue, but he noted there were people at AES who were unhappy and whom he believed would follow him.

236. Ms Whatnall says they did not discuss then, or at any other meeting, that Stuart should steal or take AES’s client data. She and Ross did not expect or want Stuart to breach his obligations to AES; they have never wanted or encouraged anyone to do anything that would jeopardise GSB’s business, which includes stealing information from a competitor.

237. The Claimants assert that after the breakfast meeting, Ross and Stuart exchanged emails about “the planned team move.”

238. On 29 April 2022, Stuart sent an email to Mr and Mrs Whatnall³⁰. He states:

239. Stuart included a further screenshot showing aggregate amounts of AUM and policies managed at AES. Stuart set out 13 questions or thoughts, including:

240. In cross-examination, Stuart did not agree that there was a definitive plan for him and his team to move to GSB:

241. The discussions about revenue share and salary arrangements with GSB appear to be exploratory rather than definitive, as Stuart wants to understand more about these terms rather than confirming an agreement.

242. The Claimants argue that the Whatnalls were aware, by no later than 29 April 2022, that the Former Employees were employees of AES.

243. In cross-examination, Ross denied that he was aware that the Former Employees were employees of AES by 29 April 2022. During the cross-examination, he consistently denied having knowledge of the Former Employees' employment status with AES by that date.

244. Ross Whatnall replied to Stuart’s 13 questions by email on 29 April 2022³¹. He outlined GSBs’ standard pay scales and presented two remuneration models: salaried or ‘eat what you kill’. He indicated that his preferred model was salaried with a bonus, equating to about 60% of revenue generated, to compensate the business for taking on the risk. He noted that some “employees” operate on an eat what you kill basis, receiving percentage remuneration on the total revenue they generate minus expenses.

245. Ross's cross-examination by Ms Birt reveals several points that challenge the credibility of his claim of not being aware that the Former Employees were salaried employees of AES by 29 April 2022:

246. In conclusion, Ms Birt reveals inconsistencies in Ross's claim that he was not aware that the Former Employees were salaried employees by 29 April 2022. The email evidence, discussions with Stuart, and acknowledgment of employment models suggest that Ross should have been aware of his salaried status, making his claim of ignorance implausible.

247. Alison Whatnall maintained she was not aware that the Former Employees were salaried employees by 29 April 2022. However, it is unlikely that Alison was not aware of the Former Employees being salaried employees if Ross was aware of it.

7 May 2022 meeting

248. The Whatnalls met with the Former Employees at GSB's offices on Saturday, 7 May 2022. Ross described the meeting as a meet-and-greet. He and Ms Whatnall provided the Former Employees with an overview of GSB and their goals as a company. Craig Ritchie stated that the Former Employees explained they had built a financial planning team that was doing the right thing and wanted to find a firm with the right solutions and culture; they did not discuss remuneration during that meeting. Craig mentioned that they did not talk about taking clients or confidential information from AES at that or any other meeting with Mr and Mrs Whatnall.

249. On 8 May 2022, Stuart Ritchie emailed Ms Whatnall. He said that his team was all really positive after the meeting, and they would be having a “formal sit-down this week.” He noted that he saw her messages on LinkedIn and was responding by email because the AES marketing team had access to his LinkedIn, so he was being cautious. He referred to Alethea, made some positive observations about her, and suggested that Ms Whatnall have a chat with her.

250. Ms Whatnall responded the same day. She said, “That's great feedback on Alethea.”

251. Based on those emails, Mr Intone alleges that Stuart proposed to Ms Whatnall that she should approach Ms Alethea D’Souza, a senior associate in AES's financial team, to solicit her to move to GSB, and that GSB and Stuart Ritchie would have wanted to approach Ms D’Souza because she had access to all of AES's financial data and would have been a valuable source of information for GSB.

252. The allegation is incorrect. Stuart Ritchie did not propose that GSB approach Ms D’Souza and GSB did not employ Ms D’Souza because she had access to AES’s financial data. Ms Whatnall explained that GSB had placed an advertisement on LinkedIn to recruit a part-time finance director; she received a message on LinkedIn from Nick Glover, who recommended that they speak with Alethea. Ms Whatnall produced the messages from Mr Glover, which included a message in which Ms D’Souza had asked him if he knew of any available roles. Alison then interviewed Ms D’Souza. It was after that that she asked Stuart if he had any feedback.

6 June 2022 meeting

253. Stuart met Ross and Alison on 6 June 2022. Ross believes they finalised the discussion about when Stuart intended to resign, join GSB, and agreed his remuneration. He says it may have been at this meeting that Stuart informed them of the salaries for Craig Ritchie, Mauro de Santis Bo, and Yazmin Boden, and asked GSB to match them, to which they agreed.

254. This is consistent with Stuart’s evidence and the surrounding events.

255. The Claimants argue that by early June 2022, GSB and the Former Employees (represented by Stuart, who negotiated on their behalf) had agreed on the principal terms under which the Former Employees would join GSB, including their remuneration—salaries plus bonuses that would equate to 60% of the fees they generated.

256. In his 29 April 2022 email to Ross, Stuart proposed moving the team with a base salary of 28K-35K AED per month, plus profit-based bonuses. He stated he preferred a wage structure over a commission-based model, keeping total wages within 25-35% of team turnover. Ross responded that the proposal “is not a problem for us.” In answer to a different question from Stuart, Ross referred to “Salaried with a bonus would equate to circa 60% of revenue generated to compensate the business for taking on the risk.”

257. The evidence from Ross and Alison Whatnall, as well as each of the Former Employees, is that they had not agreed on the remuneration the Former Employees were to receive before GSB sent them employment offers. I accept that evidence.

258. When GSB sent the offer letters to the Former Employees, they included salaries in the range referred to in Stuart’s email of 29 April 2022 to Ross, plus a quarterly discretionary bonus. The employment contracts executed between GSB and the Former Employees were for the same salaries.

259. There is no evidence of a side agreement between GSB and the Former Employees regarding a bonus that, together with their salary, would total 60% of the revenue they generated. If such a remuneration agreement existed, there is no reason they would have hidden it in June 2022.

260. It appears that the Claimants suggest remuneration equating to 60% of revenue would only be viable if there were a plan for the Former Employees to move most, or at least a significant portion of the high-value clients from AES to GSB, and that concealing the remuneration agreement was to hide the plan. This is speculation; there is no evidence of such a plan or from which it can be inferred.

The Load Files

261. On 6 June 2022, at 10:24 a.m., Alison Whatnall emailed Ms Dacosta, copied Stuart, and asked her to share all load files with Stuart for importing their client data into Wealthcraft. Ms Dacosta emailed Stuart at 12:02 p.m., attaching incomplete load files for him to start completing with client data. Stuart replied to Ms Dacosta on 7 June 2022. He said he would review the sheets and details and get back to her if he had any questions.

262. On 22 June, Ms Dacosta emailed Stuart a new version of the incomplete load files and requested that he use the new sheets.

263. The following day, 23 June 2022, Stuart replied that he would ask the team to complete the details.

264. Stuart’s evidence is that the team did not complete the spreadsheets because they didn't know which clients would work with them. They never discussed the spreadsheets with GSB or followed up on Ms Whatnall's email. The spreadsheets were never returned to GSB, and the matter was not mentioned again after an initial email response.

265. The Claimants argue it should be inferred that Stuart returned the Load Files to GSB. I will consider that dispute below.

Former Employees accept employment with GSB

266. On 6 June 2022, Ms MacGinn emailed Stuart requesting contacts and other personal information about the Former Employees. Stuart responded, stating he believed that GSB would advertise the financial planner jobs to allow the team to apply for positions first. Ms MacGinn replied the following day, stating that she had arranged for the partner job descriptions to be uploaded on their website, and once they were live, they just needed to email their CVs, and she would take it from there with them.

267. On 8 June, Stuart emailed his CV to Miss McGinn.

268. On 8 June, Craig, Ms Boden, and Mauro emailed GSB their applications for the role of Partner and enclosed their CVs.

269. On 16 June, Ms MacGinn emailed Stuart an employment offer for the position of managing partner. The offer includes a salary of AED 50,000 per month, a quarterly discretionary bonus, and 1% equity in GSB upon joining. Stuart also has the option to buy equity at a discount after one year of service. Stuart responded the same day, accepting in principle and stating that he looked forward to receiving the formal paperwork. Stuart received the offer letter and contract on June 16, 2022, and signed it on 17 June 2022.

270. On 22 June 2022, in an email exchange with Ms MacGinn:

271. The contract with GSB did not take effect due to visa issues, which will be discussed later.

272. On 16 June 2022, the Former Employees each received employment offers from GSB for the partner position, which included a monthly salary and a quarterly discretionary bonus.

273. Craig Ritchie and Mauro de Santis Bo accepted the offers in principle on the same day, 16 June. Each received an offer letter and employment contract, which Craig signed on 17 June and Mauro signed on 18 June.

274. Yazmin Boden accepted the offer on 23 June and signed the employment contract on 7 July.

275. The offer letters suggested a start date of 5 September 2022 or a date to be advised.

276. Ross Whatnall stated that they had initially arranged for Craig Ritchie and Ms Boden to start work with GSB on 5 September 2022, and that Stuart's start date had to be delayed because his notice was three months. Mr DeSantis Bo’s start date was later in September 2022 because of his notice period.

Former Employees resign from AES

277. The Former Employees resigned from AES on the same day, 25 July 2022.

278. Craig Ritchie acknowledged that he was aware the other team members were going to resign and had a general idea of when it would occur. However, he claimed he had no control over the specifics. He mentioned that the resignations were likely coordinated to happen the day before payday, ensuring he would receive one more paycheck from AES.

279. Stuart Ritchie couldn't recall the exact reason for the delay in resigning. He confirmed that resigning in July resulted in him losing his six-month bonus, which he would have received in September 2022. He acknowledged that timing the resignation around payday was a factor, although he struggled to remember the specifics.

280. I infer that the Former Employees coordinated the timing of their resignations. By resigning together, no single employee was singled out, thereby reducing the likelihood of extra pressure or attention being placed on the first to resign.

281. They likely chose the day before pay day as their resignation date, aligning their employment end dates with the company’s payday.

282. There is no evidence that Mr or Ms Whatnall, or GSB, coordinated the Former Employees’ resignation dates or influenced the timing of their resignations.

Former Employees alleged suspicious behaviour

283. The Claimants allege that, from the time they accepted their GSB offers until their resignations and beyond, a pattern of suspicious behaviour has existed. The following points were developed in cross-examination:

284. I will consider these allegations when considering the Claimants’ allegations that the Former Employees took AES confidential information in breach of their confidentiality obligations. For now, I will refer to them to maintain the chronology and the context for the Claimants' claims.

Stuart accessed client lists

285. The Claimants' IT expert reported that Stuart accessed this file on 14 and 15 June and then deleted it on 7 July 2022. The allegation put to Stuart in cross-examination was that he opened this spreadsheet to complete the Load Files. Stuart did not remember the file.

286. Stuart doubted it was a client file. In cross-examination, he said, "I'm not sure what that document is. I assume we'll open it." However, he was not shown the document in cross-examination. It appears from the spreadsheet that the people listed are prospects of AES, not clients, and none of the individuals mentioned in the spreadsheet are associated with the losses AES is claiming. Given that none of the individuals are clients of AES, it is unlikely that Stuart would use that spreadsheet to complete the Load Files.

287. The Claimants allege that Stuart accessed “190820 SR clients for WA” client list” on 6 July 2022 to copy or transfer AES client information to use in his future employment with GSB.

288. In his witness statement, Stuart stated that the document was a 2019 client list created by Daniel Marriot from AES's operations team. Stuart claims he did not remember the spreadsheet until it was mentioned in the litigation. He believes it was saved on SharePoint and suggested that "downloading" might mean simply opening it. He denies taking the document, stating it wouldn't make sense for him to do so because it was an old client list.

Craig accessed his pipeline document.

289. Craig Ritchie printed out a document titled 'Clients.xlsx' on 15 June 2022, which contained a list of clients he had worked with since 2019. This document includes client information.

290. The Claimants assert that Craig printed the document on 15 June 2022, a day before he received a formal offer from GSB, to fill out Load Files. They assert he did not return the document to AES on leaving.

291. Craig stated that he had used the document daily since starting at AES in 2019. He did not deliver or delete the document from AES's system because it was not in his possession - it was on AES's SharePoint.

292. Craig acknowledged that he saw the incomplete load files sent by GSB and discussed them. He denied printing the client list to fill out load files offline or using a personal laptop for this purpose.

Mauro attached his phone and USB stick to his computer

 

293. Senior counsel for the Claimants, Mr Reed KC, cross-examined Mauro de Santis Bo on this point starting with a question about an iPhone being attached to his desktop on 6 May, suggesting it was before the meeting with the Whatnalls on 7 May 2022. Mr Reed suggested that the Whatnalls would be interested in Mr De Santis Bo's figures, but he denied this.

294. Mr Reed proposed that Mauro was downloading information to show the Whatnalls at the meeting, which he denied, explaining that he connected the iPhone daily to charge it.

295. On June 6, Mauro's iPhone was connected to the desktop for an hour and 15 minutes at 1 p.m. Dubai time. Mr Reed linked this to a meeting Stuart had with the Whatnalls and suggested that Mauro was downloading information needed to complete the load files, which he denied.

296. AES's IT expert states that on 2 August 2022, a USB stick was plugged into Mauro's laptop, the same date it was returned to AES.

297. During cross-examination, it was suggested to Mauro that he had plugged it in to download information because it was his last chance to preserve data from the laptop. Mauro denied having downloaded any information.

Mauro deleted his WhatsApp messages

298. In September or October 2022, Mauro deleted all his WhatsApp messages. Mr Reed KC suggested that such behaviour was extraordinary, and that Mauro deleted the messages because they would disclose his wrongdoing.

299. Mauro denied that he deleted the messages for that reason. He explained why he deleted the messages:

300. In his closing written submissions, counsel for GSB described Mauro’s actions not as suspicious behaviour, but simply the rational response to Mr Instone’s aggressive conduct. Counsel was referring to the letters AES sent to Mauro and the other Former Employees on August 5,8,11,12, and 22 and Mr Instone’s communications with Ross Whatnall including his letter of 11 August 2022. I discuss those communications below. GSB and the Former Employees describe AES’s conduct as threatening. It would have made Mauro wary of what Mr Instone might do.

301. These events led to Ross Whatnall and the Former Employees attending a meeting with a lawyer on 11 August 2022. After referring to the meeting Ross Whatnall said:

302. In these circumstances, Mauro’s deletion of his WhatsApp messages may be suspicious. Still, the evidence is insufficient to prove that he did it to conceal evidence of wrongdoing or to prevent people from discovering the truth.

Yazmin attached a smartphone to her desktop and laptop

303. On Sunday, 24 July, the day before her resignation, Yazmin connected her phone to her work laptop for 40 minutes. The Claimants allege she was downloading confidential information. Yazmin stated she was likely at home and used the laptop to charge her phone.

304. On July 25, the day of her resignation, Yazmin connected her phone to her desktop in the office. The Claimants suggest she may have downloaded a handover list onto her phone, which she denied, stating she regularly charged her phone at the office.

The Former Employees starting to use social media on their work devices

305. The Claimants adduced evidence from the IT expert about the Former Employees use of AES devices to access WhatsApp, LinkedIn, and Facebook.

306. It is difficult to draw any relevant inferences from the Expert’s report. He was instructed to ascertain any activity related to WhatsApp, LinkedIn, or other social media and chat applications that the Former Employees could have used to share or exfiltrate AES’s Confidential Information. His conclusion is:

307. The expert’s “summaries below” add little useful information. The report states that the analysis of social media use on the Former Employees’ laptops or desktops shows the activity then stated. There is then a table indicating, for each platform, the first visit date/time and the last visit date/time. The analysis shows minimal use. For example, Mauro de Santis Bo is shown to have accessed LinkedIn once on his laptop and once on his desktop, and WhatsApp once on his desktop. Mauro states in his second witness statement that the report's statements about his first access to LinkedIn, WhatsApp Web, and Facebook in July 2022 are incorrect. He regularly used LinkedIn and WhatsApp for work on both his laptop and desktop. He rarely used Facebook, so he was unsure about its usage. I accept his evidence.

308. Each of the Former Employees’ gave evidence of a similar effect.

309. I draw no relevant inferences from the expert report concerning the Former Employees’ use of social media platforms.

The Former Employees connecting with certain clients on LinkedIn

310. Yazmin Boden made a LinkedIn connection request to David Robson, an AES client, two days before her resignation, which was accepted.

311. Mr Reed KC began the cross-examination by acknowledging that Ms Boden received Mr Robson's contact number due to a shared interest in horses and already had Mr Robson's WhatsApp contact and had engaged in personal communications for some time, primarily about horse racing.

312. Yazmin agreed that the connection potentially provided access to Mr Robson's contact information, such as his email address, but stated that the connection was made for the same reasons as any other LinkedIn connection, not specifically for accessing contact information or messaging.

313. Mr Reed suggested that the connection was for business purposes related to GSB, not AES, as it occurred two days before she resigned from AES. Yazmin disagreed with the assertion that the connection was for GSB's business purposes.

314. This is another speculative allegation, not evidence.

315. The behaviour of the Former Employees in this period taken together is suspicious, but it does not rise to the level of proof of wrongdoing.

Ms Miller’s investigations

316. After the Former Employees resigned, AES conducted routine checks it undertakes when an employee with direct client contact resigns to ensure no confidential information was taken.

317. Ms Miller returned from annual leave on 1 August 2022, and was asked by Mr Instone to take over an internal compliance audit that had been started during her absence.

318. Ms Miller considered the resignation of four employees from the same team within 30 minutes unusual and raised red flags.

319. Before Ms Miller's return, AES's Head of IT, Mr Vinayak Kozhikotte, and the operations director, Ms Olivia Leefe, checked the activity of former employees on AES devices and IT systems.

320. On 1 August 2022, Ms Leefe updated Ms Miller on these checks and identified no significant concerns.

321. However, Ms Miller believed further scrutiny was needed due to the unusual circumstances of the resignations.

322. Ms Miller checked the logs of the Former Employees' activity on AES's Microsoft SharePoint.

323. Mr Kozhikotte had downloaded the SharePoint logs for May to July 2022, which Ms Miller reviewed. She found suspicious activity by Craig Ritchie, who accessed a spreadsheet titled 'Clients.xlsx' 33 times in the week before his resignation. The document contained confidential client information, and Craig's activity suggested to Ms Miller that he might have been updating it to take with him upon leaving AES.

324. Ms Miller reviewed messages exchanged between the Former Employees on AES's Microsoft Teams application. She identified two themes that concerned her: references to the Former Employees arranging to leave as a team and disparaging messages about AES and its employees. Ms Miller presumed the Former Employees also exchanged messages on more private platforms like WhatsApp, which might reveal more about their resignations and intentions.

325. Due to her concerns, on August 5, 2022, Ms Miller arranged for AES's Human Resources department to send letters to each Former Employee. These letters addressed the logistics of their departures and included matters related to Ms Miller's concerns.

326. The Former Employees considered the letter aggressive and threatening. In summary, it said, amongst other things:

The alleged 8 August 2022 meeting

327. The Claimants assert that on 8 August 2022, Damien Walsh, the head of AES’s health and insurance division, had an informal meeting with Stuart and the other Former Employees in the AES office and during that meeting Stuart, speaking for the Former Employees and in their presence, made admissions. Mr Walsh signed a statement dated 2 September 2022, in which he states;

328. The Claimants argue that the following evidence supports Mr Walsh’s evidence:

329. In his affidavit, affirmed on 15 April 2024, he stated as follows.

330. In his witness statement dated 1 October 2024, Mr Walsh confirmed his affidavit.

331. At that stage, Mr Walsh’s evidence suggests that he wrote the notes after Mr Instone requested him to do so in the 10 August Whatsapp message. He had made no mention of making notes earlier.

332. In cross-examination at the committal hearing on 25 April 2024, he testified that after the meeting on August 8, he returned to his desk and took notes on what the Former Employees had stated. He wrote the notes on a piece of paper and handed them to Mr Instone.

333. In cross-examination at trial on 26 February 2025, he testified as follows.

334. In cross-examination, Mr Walsh acknowledged that he had known for months that Stuart was leaving AES to join GSB but had not disclosed this information to Mr Instone.

335. The cross-examination began with a confirmation of a WhatsApp exchange between Mr Walsh and Stuart, where Stuart mentioned a lunch with Ross and Alison Whatnall on April 9, 2022. Mr Walsh confirmed that Stuart had discussed potentially leaving AES and had had conversations with GSB. Mr Walsh did not inform Mr Instone about these conversations in April. Mr Walsh acknowledged having regular, friendly conversations with Stuart, which included discussions about possibly leaving AES. Mr Walsh confirmed having broad discussions with Stuart about potential commercial terms, but claimed he was not informed about a specific 70% revenue-based model.

336. By August 5, 2022, Mr Walsh stated he was aware of AES management's concerns regarding the Former Employees leaving. Mr Walsh had been aware of Stuart's information for about four months but did not discuss it with Mr Instone until August 2022. In August, Mr Walsh informed Mr Instone of information received from Stuart over the preceding months, including from April. Mr Walsh indicated he did not disclose to Mr Instone that he had known the information for four months, as the individuals had not resigned at that time. Mr Walsh acknowledged that he had not informed Mr Instone that he had acquired the information months earlier.

337. The circumstances under which Mr Walsh gave his evidence are stressful. Nevertheless, he was an unimpressive witness. His testimony was not convincing.

338. Further, the history of his evidence is not compelling.

339. Despite their obvious importance to his evidence, his affidavit and witness statement offered minimal information about how his notes were created and how his 2 September 2022 statement was prepared.

340. The accounts provided by Mr Instone regarding when Mr Walsh informed him about the 8 August meeting are inconsistent and vague.

341. In his First Witness Statement (28 August 2023), Mr Instone stated that Mr Walsh spoke with him "at length immediately following" the meeting. He made no mention of the 10 August 2022 Teams message, Mr Walsh's notes, or how Mr Walsh's 2 September 2022 statement was prepared.

342. In his Third Witness Statement (13 September 2023), Mr Instone recalled that Walsh informed him about the meeting "on or about 9 August 2022" and asked Mr Walsh to note down the important points "subsequently".

343. In cross-examination, Mr Instone's account evolved to say that Mr Walsh phoned him about the meeting, possibly when he was not in the office, and they had a detailed conversation the following day. He mentioned that "immediately" was on the 8th or the 9th, and later that it "was definitely within 24 hours”.

344. Mr Instone sent Mr Walsh a Teams message at 4.07 pm on 10 August thanking him for the insight and asking him to jot down salient points. Considering that Mr Instone said the information was "shell-shocking", this suggests that Mr Walsh had only told him of the meeting that day.

345. Mr Instone's timeline changes across his statements and during cross-examination. Initially, he says discussion was “immediately” after the meeting, then later mentions a phone call followed by a detailed conversation the next day. These inconsistencies and the evolving nature of Mr Instone's account undermine the reliability of his testimony. The discrepancies between his statements and the Teams message further casts doubt on his timeline.

346. Mr Instone’s delivery of his evidence on this subject was not convincing.

347. The shifting details, lack of a clear, consistent timeline, and the manner he delivered his evidence make his testimony unconvincing.

348. Each of the Former Employees denied in their witness statements and during cross-examination any meeting with Mr Walsh where Stuart made the alleged statements or similar remarks. Their denials were convincing.

349. I conclude that Stuart Ritchie did not make the statements that Mr Walsh attributed to him. There are several reasons for this conclusion.

350. First, there are inconsistencies in the Claimants’ account of how Mr Walsh came to record his group admission statement. Mr Walsh’s affidavit and witness statement did not mention contemporaneous handwritten notes, which he only brought up during the hearing of the committal application. The Teams message from Mr Instone suggests that no notes were initially taken. Mr Walsh later elaborated that notes were jotted down in two sittings. His evidence in cross-examination had the ring of an evolving story.

351. The alleged group admission on 8 August 2022 was inconsistent with the chronology prepared by Ms Miller on 18 August 2022, which did not mention the admission. Ms Miller’s later testimony that she forgot to include the admission in the chronology is not credible. It was the most damning evidence against the Former Employees and was used by Ms Miller and Mr Instone in their criminal complaint against the Former Employees. It is more likely that Ms Miller was unaware of the alleged admission when she began the chronology on 18 August.

352. Secondly, the group admission is inherently implausible. It is unlikely that four employees would voluntarily speak to a senior officer in their employer's office about stealing and concealing confidential information, just three days after receiving a warning letter regarding potential criminal action for breaching confidentiality. This improbability persists even if the senior officer is a friend of the team leader.

353. The language attributed to Stuart Ritchie in Mr Walsh’s statement is implausible. Mr Walsh claims that the words in the statement were what Stuart said, written down shortly after they were spoken and when they were fresh in his mind. It is unlikely that Stuart said they had photographed and copied "company secret information" and that they had “acted dishonestly”.

354. Mr Walsh maintained the words he attributes to Stuart in the statement were Stuart’s exact words, not his interpretation of what Stuart conveyed. For example:

355. It is improbable that Stuart would have said, in an informal discussion with a friend, “We will substantially enrich ourselves.”

356. If Stuart had said something about the company that Mr Walsh considered important enough to write down immediately upon returning to his office, he would have recorded what Stuart said about the company, not just that what he said “was defamatory.”

357. Mr Walsh's evidence was not rendered more credible by his response during re-examination to a leading question that he had been confused, and his statement was intended to record the substance, not the actual words of what Stuart had said.

358. The last bullet point in the 2 September 2022 statement is:

This point does not claim to be what Stuart said. It appears to be an allegation regarding information Mr Walsh had gleaned over time. Mr Walsh conceded earlier in the cross-examination that the first time he had a conversation with Mr Instone about Stuart and the circumstances and terms of his departure to GSB was in August 2022, and he then informed Mr Instone of “some of the snippets of information that [he'd] been provided with by [Stuart] over the preceding months.”

359. Mr Walsh had difficulty reconciling Stuart’s admission with the fact that it was made in AES’s offices with Mauro de Santis Bo, Yazmin Boden, and Craig Ritchie present. When it was suggested to him that nobody in Stuart Ritchie’s situation would speak the way he claims Stuart spoke, he stated it was an in-depth conversation with a trusted friend. The exchange then continued:

360. When Mr Walsh was reminded that that was inconsistent with his statement, he gave a barely coherent explanation:

361. Mr Walsh’s explanation and the way he delivered it were not convincing.

362. Thirdly, Mr Walsh, Mr Instone, and Ms Miller's accounts lack corroborative documentary evidence. The emails or WhatsApp messages that Mr Walsh claims transmitted the September statement to him in Greece and by which he returned the statement to Ms Miller have not been disclosed without explanation. No draft of the 2 September 2022 statement has been produced, notwithstanding that there must have been at least one unsigned draft. Despite their obvious forensic importance, Ms Miller claims to have destroyed Mr Walsh’s alleged contemporaneous notes.

363. Fourthly, the testimony of Mr Walsh, Mr Instone, and Ms Miller was unconvincing. Mr Walsh's affidavit and witness statement provided minimal information about how his notes were created and how his 2 September 2022 statement was prepared, undermining his credibility. His evidence was inconsistent, particularly regarding the creation and timing of his notes. Initially, he did not mention making them.

364. Mr Instone and Ms Miller were vague about crucial details, such as when Mr Walsh informed Mr Instone of the group admission. Mr Instone said the news was “shell-shocking”. The Teams message dated 10 August 2022 suggests it was when Mr Walsh first relayed it to him. If Mr Walsh had first informed Mr Instone on 10 August 2022, Mr Instone could not have claimed that his 9 August 2022 internal memo corroborates what Mr Walsh told him. Yet, Mr Instone remained vague, stating it was 9 or 10 August 2022. Ms Miller had the same recollection.

365. A witness's demeanour is a weak indicator of credibility. Nevertheless, the evidence presented by Mr Walsh, Mr Instone, and Ms Miller on this issue was unpersuasive and lacked the conviction necessary for credibility. In contrast, the evidence from each of the Former Employees was credible and compelling.

Further communications

366. On 10 August, each of the Former Employees informed AES that they were seeking legal advice.

367. On 11 August, AES wrote to each of the Former Employees. The letters said:

368. The Former Employees refused to provide their phones for forensic imaging. The Claimants contend that is because they knew their phones would reveal wrongdoing. GSB submits that the Former Employees declined to provide their phones because they did not trust AES and had good reason not to. In cross examination Yazmin Boden said:

369. Further in the cross-examination, Yazmin said she had been advised by her lawyer not to hand over her phone and added:

370. The other Former Employees gave similar reasons for not handing over their phones.

371. The Former Employees may not have been right not to hand over their phones, and it may not have been prudent not to do so. However, their refusal to hand over their phones is not evidence of a consciousness of wrongdoing.

372. On 11 August 2022, Mr Instone called, emailed, and sent a letter to Ross Whatnall. The letter explained that the Former Employees were subject to confidentiality provisions and post-termination restrictions. Mr Instone asked Ross Whatnall to confirm that GSB had not induced the Former Employees to breach the terms of their employment, did not possess any AES confidential information, would ensure that the Former Employees did not violate their ongoing obligations to AES, and that the Former Employees had disclosed their post-termination restrictions to GSB. Mr Instone expressed hope that it would be possible to resolve any issues amicably and without the need to escalate matters further (“which may entail legal proceedings and/or reports to the relevant regulatory authorities or the police”). He also asked Ross Whatnall to preserve all evidence related to the recruitment of the employees by GSB. On the same day, Ross and Alison met with the Former Employees and GSB’s lawyer, Ben Brown, to discuss the letters GSB and the Former Employees received from AES. Ross’s evidence is that he told the Former Employees he did not want them to breach any of their obligations to AES. He also stated that he never asked any Former Employees to take client information from AES.

373. Each of the Former Employees gave evidence that they believed that Ross and Alison Whatnall wanted them to comply with their contractual obligations to AES. Stuart Ritchie stated:

374. Ross Whatnall replied to Mr Instone’s email on 12 August 2022, assuring him that GSB had not done anything wrong and had not encouraged any AES employee to breach their obligations to AES. Ross Whatnall also accepted Mr Instone’s invitation for lunch.

375. After discussions with GSB’s lawyers and to ensure that the Former Employees did not breach their contractual obligations to AES, Mr Whatnall arranged for letters from GSB to each of the Former Employees, reminding them of their obligations to AES. Letters were sent to Craig Ritchie and Yazmin Boden on 1 September 2022.

376. Craig Ritchie replied to Ms MacGinn, acknowledging receipt of the letter. However, due to an oversight and the fact that Ms MacGinn, who had sent the letters to Craig Ritchie and Yazmin Boden, went on maternity leave around December 2022. The same letters were not sent to Stuart Ritchie or Mauro de Santis Bo. Ross Whatnall stated that Stuart and Mauro were due to start later than Craig and Yazmin, so he intended to send the letters shortly before they joined. Unfortunately, the letters were never sent to Stuart or Mauro due to Ms MacGinn’s subsequent absence on maternity leave.

377. On 12 August 2022, on Ms Miller’s instructions, AES’s lawyers, Stephenson Harwood, emailed the Former Employees and repeated the request that they provide their devices for imaging.

378. On 15 August 2022, the Former Employees replied to Stephenson Harwood’s emails of 12 August 2022. The Former Employees wrote that they would comply with their obligations to AES, but they would not hand over their devices.

379. On 16 August 2022, at Stuart Richie’s request, Mr Instone and Ms Miller met with him at AES’s offices. Stuart said that he wanted to get back on better terms with AES, to a place where he and the other Former Employees were deemed ‘good leavers’.

380. On 22 August 2022, Stephenson Harwood sent further letters to the Former Employees, noting that they had failed to provide most of the confirmations and assurances AES had requested, and explaining AES’s concerns that they had taken confidential information. Stephenson Harwood’s letter to Stuart Ritchie also highlighted his obligations as a director of AES UK. The letters requested the Former Employees to attend compliance interviews and provide the warranties and undertakings set out in the schedule to the letters, Including an undertaking that would extend their non-solicitation period to 12 months and to widen it to include “contact, solicit or attempt to solicit or otherwise diminish or divert away from AES the business of any client or prospective client.”

381. The requested compliance interviews with the Former Employees took place on 23 August 2022. The Former Employees gave similar answers to Ms Miller and Mr Instone’s questions as they had previously given.

382. Each of the Former Employees denied that they knew the others intended move to GSB and resign from AES before they resigned on 25 July 2022. Stuart said he had not attended any meetings or interviews with GSB with any of the other Former Employees. Each of the Former Employees admitted in cross-examination that those statements were false.

383. In its closing written submissions, GSB argued that, considering all the evidence regarding how Mr Instone and Ms Miller operate, the Former Employees' approach was entirely sensible and does not undermine their overall credibility.

384. Giving false answers during an interview generally undermines an individual's credibility. When someone admits to providing false information, it can cast doubt on their overall reliability and integrity. However, the context in which the false statements were made can also be significant. If the Former Employees felt threatened or coerced during their interviews, as GSB suggests, this might mitigate the impact of their false statements on their credibility. While making false statements is not to the Former Employees credit, and causes the Court to be careful when assessing their evidence, in the circumstances, their false answers to Mr Instone and Ms Miller do not undermine their credibility generally.

385. Craig’s and Yazmin’s last day as employees of AES was 25 August 2022. Mauro’s last day was on 18 September 2022. Stuart’s last day was on 24 October 2022.

The Onshore proceedings

386. AES did not pay the Former Employees their end-of-service entitlements.

387. Between September and November 2022, each of the Former Employees commenced proceedings against AES in the Dubai onshore labour courts, seeking end-of-service entitlements. AES counterclaimed under certain loans it had granted to some of the Former Employees and for the appointment of an expert to investigate its concerns about their conduct.

388. The Former Employees recovered some (but not all) of the end-of-service entitlement payments they sought, while AES recovered certain loans it had granted to some of the Former Employees.

389. AES submits that its concerns about the Former Employees’ conduct did not form the basis of any claim for substantive relief in the onshore proceedings and could only have done so by amendment of its counterclaim. Its concerns were referred to court-appointed experts for investigation. The appointed experts did not identify sufficient evidence to investigate AES's requested concerns.

390. GSB presents a different picture.

391. AES filed counterclaims for each of the Former Employees’ claims. The counterclaims were materially the same. In its closing written submissions, GSB summarises the evidence of Stuart Ritchie’s onshore proceedings. The submission accurately reflects the evidence, and I adopt it.

392. AES filed a counterclaim on 15 December 2022. It alleged that Stuart Ritchie had exploited his position to obtain confidential information related to AES’s clients, unlawfully approached them, and informed them that he had resigned and intended to join a competitor of AES that performs activities like those of AES³².

393. With that submission, AES set out extracts of Stuart Ritchie’s contract, including his post-termination restrictive covenants and the confidentiality clause³³: AES then stated:

394. AES cited Article 127 of the UAE Employment Law No.8 of 1980 to support the proposition that it could restrain an employee from competing with it.

395. AES set out the jurisprudential basis and the basis under the UAE Civil Code for claiming compensation from Stuart Ritchie for the harm suffered as a result of the breach of his obligation³⁵.

396. AES alleged:

397. AES asked for:

398. On 10 January 2023, the Dubai Court of First Instance appointed an expert who submitted a report on 16 February 2023³⁸. The expert’s conclusion was that it:

399. By Judgment on 27 April 2023, the Dubai Court of First Instance rejected AES’s counterclaim⁴⁰. It concluded:

400. AES appealed that decision on 25 May 2023⁴². AES asked either that the case be remitted to the Court of First Instance to appoint an expert specialising in information technology or that the Court of Appeal appoint such an expert. AES requested:⁴³

401. The Dubai Court of Appeal reviewed the decision of the Dubai Court of First Instance, and the expert’s report, and ruled to dismiss the appeal⁴⁴.The Dubai Court of Appeal stated:

402. The counterclaims pursued against all four Former Employees were essentially the same, and they were all dismissed. There were some differences in how the courts dealt with the claims. For example, in AES’s appeal in Craig Ritchie’s case, the Dubai Court of Appeal agreed to appoint a new expert who visited AES’s premises and:

403. GSB submits that there has been a final determination on the merits of AES’s claim that the Former Employees breached their contractual confidentiality obligations and non-solicitation covenants.

Visa and Employment Issues

404. Yazmin Boden and Craig Ritchie were scheduled to join GSB on 5 September 2022, but they were still on AES's visa, which delayed their start date.

405. An email from Ms MacGinn to Yazmin Boden on September 6, 2022, confirmed that their start date would be postponed until their current visa was cancelled or put on hold, in compliance with UAE law.

406. GSB instructed Yazmin and Craig to cease work to comply with their legal obligations to AES and UAE law.

407. On 7 September 2022, Mauro de Santis Bo was also informed that his visa needed to be cancelled to avoid potential conflicts, and he acknowledged this requirement.

408. The Former Employees were not receiving salaries or end-of-service entitlements and faced financial pressures due to legal fees in Dubai.

409. On 17 October 2022, Ms Boden emailed Ross and Alison Whatnall on behalf of herself, Craig Ritchie, and Mauro de Santis Bo, stating that due to financial pressures, Craig needed to leave Dubai by the end of October and return to the UK, while Mauro was in a similarly strained position. The Former Employees were seeking a solution to work because they needed salaries.

410. Ross and Alison Whatnall decided to personally lend money to the Former Employees to help them stay financially afloat until their visa issues could be resolved.

Establishment of Whatnall for Marketing and PR (WFMP)

411. Ross and Alison Whatnall set up an onshore entity, Whatnall for Marketing and PR (WFMP), to employ the Former Employees and pay them fixed monthly salaries.

412. WFMP was incorporated on 17 January 2023, and the Former Employees signed employment contracts with WFMP on 13 January 2023.

413. The Whatnalls evidence is that the purpose of WFMP was to retain the Former Employees as GSB employees and keep them employed while resolving visa cancellations and end-of-service gratuities. The Former Employees evidence is that they understood that WFMP was established to ensure they could be paid salaries and retained by GSB, not to onboard or solicit clients.

414. Ross Whatnall addressed the arrangements with the UAE Ministry of Human Resources and Emiratisation, DIFC Authority, a UAE Government official, and GSB's outsourced compliance officer to ensure compliance with the regulatory framework. Ross explained to the DIFC Authority that the Former Employees would be employed through WFMP as marketing managers to market and introduce prospective clients to GSB DIFC.

415. The Former Employees remained employees of WFMP until late 2023, with specific dates for commencing employment with GSB provided.

The Arrangement at WFMP

416. Two issues arose from the use of WFMP: clients onboarded by the Former Employees were in Ross Whatnall's name, and the Former Employees used a shared email address.

417. Mr Whatnall explained:

418. These arrangements were implemented because AES would not cancel the Former Employees visas, and they needed to be paid salaries.

419. Ross Whatnall testified that he had conversations with the Former Employees, encouraging them to honour their obligations to AES.

420. The Former Employees testified that Ross and GSB did not want them to breach their non-solicitation obligations.

421. The Claimants challenge this evidence by referring to team chats.

422. I am not satisfied that the chats show Ross or Alison Whatnall knew that the Former Employees were soliciting AES clients.

423. Stuart Ritchie was in contact with some former clients before starting at WFMP, but he believed Ross and Alison were unaware of this.

424. Stuart and Mauro testified that there was no pressure from Ross or Alison to onboard more clients or to bring in high-value AUM clients. In cross-examination, Stuart stated he was unaware of any concerns Alison had regarding the rate at which the Former Employees were onboarding clients. When asked if Alison expected them to onboard more clients, he replied that he didn't feel any pressure like that from her. When it was suggested to Mauro that he was under some pressure by August 2023 to bring in high-value AUM clients, he responded: “No, we never had pressure from GSB. Totally the opposite.”

Police complaints and travel bans

425. GSB alleges Mr Instone and Ms Miller used complaints to the police and travel bans to put pressure on the Former Employees as part of their strategy to stop them from starting work with GSB.

426. Mr Instone referred his concerns to the Dubai Police, demanding an investigation through his lawyers. Criminal proceedings were initiated against the Former Employees, alleging that they illegally stole confidential information and exploited stolen data to contact AES's clients. However, these criminal proceedings were dismissed on 17 April 2024. The police complaint drafted by Mr Instone was misleading and inaccurate, seeking convictions for cybercrimes punishable by imprisonment.

427. In addition to the police complaints, AES sought the imposition of travel bans against the Former Employees. This was discovered by Mr De Santis Bo when he was stopped at the airport, causing him to miss his wedding in Argentina. Similarly, Ms Boden was prevented from leaving the UAE for 18 months, unable to see her family in the UK. The travel bans were not lifted until around April 2024. Mr Instone accepted that he used the criminal allegations to obtain travel bans against the Former Employees, despite knowing they had families in the UAE and were waiting to start new jobs. He maintained that he believed they were flight risks.

428. These actions were part of a broader strategy by Mr Instone and Ms Miller to exert pressure on the Former Employees. This strategy included not paying them end-of-service entitlements and not cancelling their visas, which prevented them from working.

Forecasts and Memory-Based Estimates

429. In mid-January 2023, while all their restrictive covenants were still in force and they were employed by WFMPR, the Former Employees exchanged emails with one another about their 2023 targets and plans.

430. The Claimants assert that they exchanged lists of AES' clients they planned to target, together with those clients' respective AUM, once the restrictive covenant periods of all but Stuart Ritchie had expired in February and March 2023.

431. Stuart Ritchie says he was assigned to create a business forecast, which is a standard procedure, and he received plans from the other Former Employees in mid-January 2023.

432. Ms Boden referred to transferring clients "under the radar". AES submits she appeared to be suggesting that she would solicit clients on behalf of, and for advice from, Stuart Ritchie after her non-solicitation period had expired in February 2023, but before Stuart’s non-solicitation period expired in April 2023.

433. The Claimants assert that the emails contain granular recollections of AES' clients' AUM, to the nearest £ 1,000, in the case of Mauro de Santis Bo. The Claimants submit that Mauro's purported ability to remember so many numbers to such a degree of detail did not withstand scrutiny, particularly in the light of his hazy and uncertain memory of important events during his evidence at trial.

434. The Former Employees testified that they created their forecasts from memory.

435. The Defendant submitted that the Former Employees’ recall was not challenged during cross-examination. That is correct. At one point, Craig Ritchie offered to give evidence from memory of the details on his handover list. Mr Reed KC responded:

436. I place little weight on the Claimants’ submission that Mauro de Santis Bo's purported ability to remember so many numbers to such a degree of detail “did not withstand scrutiny”, because the Claimants’ senior counsel could have but chose not to test him on his memory of client AUM, providers etc.

437. Craig Ritchie explained that he had classified clients based on how easy they would be to onboard, depending on the providers used. One of Craig's two lists of target clients included those AES clients who had responded to the Christmas messages he sent them. Craig detailed his process, explaining that he constructed a table from memory, recalling clients' AUM in pounds and converting it to dollars using an exchange rate of 1.22. The Defendant submitted that the lists created by the Former Employees included only a fraction of their clients from AES. The Defendant argues that the numbers in the Former Employees target lists differed from those drawn up in January 2023 because they did not retain any records from AES.

The claims

Pleaded claims

438. In the Reamended Particulars of Claim, the Claimants plead three broad causes of action in tort, under the following provisions of the Law of Obligations 2005:

Pleaded breaches of legal rights

439. The claims of inducing or procuring a breach of a legal right and unlawful conspiracy are based on the same breaches of legal rights, as follows:

Findings on alleged breaches of non-solicitation covenants

Enforceability of the non-solicitation covenants

440. The non-solicitation covenants in cl.31.1 of Ms Boden’s and Craig Ritchie’s employment contracts with AES are:

441. The non - solicitation covenants in cl. 18.1(a) of Stuart Ritchie’s and Mr de Santis Bo’s employment contracts with AES are materially the same but the introductory words are expressed differently:

442. The contracts of employment provide that the agreement and any dispute or claim arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of Dubai (in particular, Federal Law No. 8 of 1980). The parties agree that is a reference to the laws of the UAE.

443. The parties generally agree that the enforceability of the restrictive covenants should be interpreted in accordance with UAE Federal law. However, if UAE Federal law is not proved to differ from DIFC Law, the 'presumption of similarity' applies, and they should be interpreted in accordance with DIFC Law, which is materially the same as the common law in England and Wales.

444. The parties broadly agree that a restrictive covenant, including a non-solicitation covenant, is enforceable only if it protects a legitimate interest and goes no further than reasonably necessary to protect that interest.

445. UAE Federal law specifically requires restrictive covenants to go no further than necessary to protect the employer's interests, including duration, geographical scope, and type of work restricted.

446. I will apply those broad principles, as agreed by the parties.

447. A distinct geographical limit in a non-solicitation clause is not necessarily required; limiting the restraint to customers of the ex-employer with whom the employee had personal dealings can be sufficient. The reasonableness of such limitations depends on the specifics of the employee's role and the employer's legitimate interests.

448. The non-solicitation covenant restricts the adviser from soliciting or attempting to solicit the custom or services of any customer of the Company or any Group Company with whom the adviser had material dealings during the twelve months before the termination date, for six months after termination.

449. The scope of the non-solicitation covenant aims to protect the business interests of AES and its affiliates by preventing former employees from leveraging relationships developed during their employment to compete against the company.

450. The restriction applies to customers with whom the adviser had "material dealings" in the course of their duties. While the clause does not define "material dealings," it implies significant interactions or relationships that could influence the customer's business decisions.

451. The reasonableness of the non-solicitation covenant depends on whether it is necessary to protect AES’s legitimate business interests without being overly restrictive.

452. The six-month duration and limit to customers with whom the adviser had material dealings tailor the restriction to protect specific business interests without unduly limiting the adviser's future employment prospects.

453. The restriction applies only to customers with whom the adviser had material dealings. That is a reasonable limitation in scope, focusing on protecting the company's business interests without being overly broad.

454. Camellia v Callister⁴⁶ is readily distinguishable. The covenant in that case restricted the employee from being involved in a business competing with any business carried on by the ex-employer. It did not, as in this case, limit the restriction to soliciting customers with whom the employee had material dealings.

455. The restraints do not exceed what is reasonably necessary to protect AES’s legitimate business interests.

456. The non-solicitation clauses are therefore valid and enforceable.

Interpretation and scope of non-solicitation clauses

457. Before considering the evidence, I will make some brief observations about the effect of the non-solicitation clauses.

458. Each of the Former Employees agreed not to “solicit or attempt to solicit business” from any person who, in the 12 months before termination, was a customer of the employer, had material dealings with the employee, or the employee had been involved with.

459. Solicitation in this context usually refers to an ex-employee's positive act of contacting a client of the former employer or making an initial approach, with a view to obtaining their business. In Hydra plc v Anastasi⁴⁷, the England and Wales High Court concluded that to "solicit or entice" in the context of a non-poaching covenant meant to "tempt, lure, persuade [or] inveigle".

460. However, the employee does not always have to make the first move. For example, in Croesus Financial Services Ltd v Bradshaw and another⁴⁸, the England and Wales High Court held that solicitation may occur even where the customer or client contacts the ex-employee first. It will always be a question of fact and degree. It will still be relevant to assess who made contact first, but all the circumstances surrounding that contact must be considered. This came after the case of Austin Knight (UK) Ltd v Hinds⁴⁹, in which the High Court of England and Wales held that it did not amount to solicitation for an employee to make a presentation to customers who had approached her to ask if she could continue to handle their accounts; to hold otherwise would mean that the non-solicitation covenant would effectively be transformed into a non-dealing covenant.

461. It is generally regarded as acceptable for an employee to inform clients and customers that they are leaving, and even to mention a contact address. However, there is a fine line between acceptable communication and unlawful solicitation. In Taylor Stuart and Co v Croft⁵⁰, a partner of a firm of chartered accountants who left to set up his own business sent a letter to clients on his new headed notepaper, informing them of his departure and saying that he could be contacted "as above". This was found to be a breach of his obligations. However, the High Court observed that the letter would have been unobjectionable had it been limited to the first sentence, which was simply: "This is to inform you that I left the Partnership of Taylor Stuart & Company on 18 November 1994". Therefore, at the very least, solicitation seems to require an invitation to transact business, and an intent to do so, whether express or implied.

462. In Towry EJ v Bennett⁵¹ ., Cox J provided a helpful summary of the authorities as to what amounts to "solicitation", as follows:

After referring to the particular facts in some cases to illustrate this difficulty, the authors add this advice for employers:

Further, in a very recent case decided by HHJ Simon Brown QC in the QBD Mercantile Court, Baldwins (Ashby) Ltd v Maidstone (9 June 2011, unreported) the judge held that:

Assessment of the Claimants’ case on solicitation and conspiracy

463. The burden rests upon the Claimants to prove that the Former Employees solicited their clients during their non-solicitation periods.

464. The Claimants did not call any of their clients or ex-clients to confirm that they had been solicited by the Former Employees, Nor did the Claimants produce any letter or other document from a client indicating that they had been solicited by the Former Employees. The Former Employees acknowledged they dealt with AES clients during their non-solicitation periods; however, apart from Ms Boden’s approach to Mr Robson, which I refer to below, they deny soliciting any AES clients. They assert that the clients came to them unsolicited.

465. The Claimants’ case against the Defendant in relation to the Former Employees breaching their non-solicitation covenants involves several claims, primarily focusing on the movement of clients and the actions of the Former Employees in relation to the non-solicitation covenants and unlawful conspiracy.

466. The Claimants claim that GSB agreed with Stuart Ritchie in April 2022 that the Former Employees would move to GSB and bring approximately 90% of AES's higher-value wealth management clients. This agreement is said to establish GSB's knowledge regarding the transfer of AES clients to GSB.

467. I consider that claim below when discussing whether there was an agreement to engage in unlawful acts as an element of the Claimants’ unlawful conspiracy claim.

468. Mr and Ms Whatnall discussed with Stuart Ritchie his aspirations and expectations that AES clients he managed would follow him to GSB. The clients were free to follow Stuart to GSB. Stuart was legally entitled to facilitate their move, provided he and the Former Employees did not breach their non-solicitation or confidentiality covenants. There was no non-dealing covenant in the employment contract of Stuart Ritchie or the other Former Employees.

469. In the context of their conspiracy claim, the Claimants claim that the conspirators do not need to have knowledge of every unlawful act, as long as the act falls within the scope of the conspiracy.

470. The Claimants claim that if the Court finds GSB was part of the Former Employees strategy to solicit AES clients during their non-solicitation periods without initiating contact, then GSB's employment of the Former Employees coupled with a revenue-based bonus that significantly increased their compensation, and the offer to effectively 'gift' AES's clients to the Former Employees after they leave GSB, would amount to inducement. The Claimants assert that this is further supported by GSB's general encouragement to onboard more clients.

471. I find below that the Claimants have not proved that the Defendant agreed with Stuart Ritchie in April 2022, or at any time, that the Former Employees would bring AES's higher-value wealth management clients or any clients to GSB in breach of their legal obligations.

472. The Claimants submit that if their conspiracy claims are not made out then the evidence proves that the Former Employees breached their non-solicitation covenants, and the Defendant induced them to do so.

473. I will consider each breach of the non-solicitation covenants alleged by the Claimants, which is set out in Appendix A to their closing submissions. I will consider the Claimants’ allegations of inducement below.

Alleged breaches by Stuart Ritchie

474. Stuart Ritchie’s non-solicitation period ended on 23 April 2023.

475. The Claimants allege that Stuart’s contacts with several AES clients constituted soliciting during his non-solicitation period.

476. The evidence is sparse. As I have mentioned, none of the clients were called to give testimony. I will consider the evidence regarding each, although it is limited.

Mr Sim

477. Stuart had a friendly relationship with Mr Sim. Stuart had worked with Mr Sim’s cousin in Aberdeen. Mr Sim spoke to his cousin about financial advice, and his cousin referred him to Stuart. He then contacted Stuart via LinkedIn. I readily infer that Mr Sim's primary relationship was with Stuart, not AES

478. Stuart said that the day he left AES, Mr Sim messaged to say that he wanted to move over to GSB. He said his relationship was with Stuart and Craig, not AES.

479. Stuart attended a meeting with Mr Sim on 23 February 2022 and sent a follow-up email. Stuart stated that Mr Sim had been eager for the meeting. The Claimants argue that Stuart and the Former Employees were driving the initiative to encourage Mr Sim to move to GSB; however, there is no evidence to support that claim. The only evidence is that Mr Sim initiated the meeting because he wanted to move his custom to Stuart’s new company.

480. There is no evidence that Stuart asked Mr Sim to move his business to GSB or encouraged him to do so. Merely attending a meeting initiated by Mr Sim and providing him information at his request does not amount to soliciting. As Mr Justice Vinelott said in Austin Knight (UK) Ltd v Hinds⁵², submitting an offer or making a presentation to a former customer who had approached him does not amount to soliciting; if it did the covenant would amount to a covenant not to deal with customers of the former employer.

481. The evidence does not prove that Stuart solicited Mr Sim's business. Mr Kliskey

482. On 22 February 2023, Mr Kliskey contacted Stuart by WhatsApp, inquiring about the progress of Stuart’s move. Stuart explained that he was on a temporary working permit due to ongoing court cases with AES and expressed a willingness to catch up. Mr Kliskey mentioned having minimal contact with AES and stated that he would be in Dubai, where he wanted to meet with Stuart. Consequently, Stuart arranged a meeting with Mr Kliskey and his wife on 8 March 2023, where they discussed various matters, including the service provided by AES.

483. The fact that Mr Kliskey initiated contact and expressed interest in meeting with Stuart indicates he wanted to move his business to Stuart’s new company, or to explore doing so. Stuart's response and willingness to catch up do not necessarily indicate active solicitation. Providing information at the client’s request about GSB’s fees and costs or how to transfer to GSB does not constitute solicitation⁵³.

484. In the absence of any evidence that Stuart did or said something to encourage Mr Kliskey to move his business to GSB, the Claimants have not proved that Stuart solicited Mr Kliskey.

Mr Boon, Ms Hanan

485. On 4 April 2023, Mr Boon contacted Stuart via LinkedIn, inquiring if Stuart was still waiting to work, referencing permit issues. Stuart responded affirmatively, indicating he had a temporary work permit and suggested a catch-up meeting with Mr Boon and Ms Hanan.

486. Stuart did not believe this interaction breached his non-solicitation covenant as Mr Boon had initiated the contact.

487. Stuart and Yazmin spoke with Mr Boon and Ms Hanan on 12 April 2023. During this conversation, Mr Boon and Ms Hanan expressed dissatisfaction with AES’s services and were uncomfortable signing documents AES had sent. On the same day, Yazmin sent an email to Mr Boon thanking him for the catch-up meeting and indicating that she and Stuart would begin their analysis.

488. Stuart’s assumption that he had not solicited Mr Boon’s custom because Mr Boon contacted him is wrong. But the burden remains on the Claimants to prove that Stuart said or did something to ask for Mr Boon’s custom or encourage him to move his business to GSB. It is not enough that Stuart was preparing or helping prepare an analysis for Mr Boon. That is equally consistent to Stuart providing, or helping to provide, some analysis requested by Mr Boon without encouragement from Stuart.

489. In the absence of any evidence that Stuart did or said something to encourage Mr Boon to move his business to GSB, the Claimants have not proved that Stuart solicited Mr Boon.

Mr Clydesdale

490. The Claimants allege that Stuart solicited Mr Clydesdale during his non-solicitation period. Stuart met with Mr Clydesdale and his wife on 20 December 2022 in what he described contemporaneously as a "more social capacity." Stuart discussed Mr Clydesdale selling property he owned in Aberdeen, the hometown of both Mr Clydesdale and Stuart. On 10 March 2023, Ms Boden emailed Mr Clydesdale, copied to Stuart Ritchie. In her email, Ms Boden said she and Stuart would get started on their proposal. The Claimants argue that Ms Boden was acting as Stuart's front.

491. Stuart did not inform Mr Clydesdale about his departure from AES. Mr Clydesdale initiated contact after learning about Stuart's move to GSB through their social circle. Mr Clydesdale expressed his desire to work with Stuart at GSB, indicating that Mr Clydesdale's decision was driven by his trust in Stuart rather than any solicitation.

492. The meetings and discussions between Stuart and Mr Clydesdale, which took place on 20 December 2022 and 8 March 2023, were initiated by Mr Clydesdale and focused on his financial matters and his desire to work with Stuart.

493. Again, in the absence of any evidence that Stuart did or said something to encourage Mr Clydesdale to move his business to GSB, rather than providing information at Mr Clydesdale’s request, the Claimants have not proved that Stuart solicited Mr Clydesdale.

Mr Humphries

494. The Claimants allege that Stuart solicited Mr Humphries during his non-solicitation period. The Claimants contend that Ms Boden was serving as a proxy for Stuart while Stuart was in communication with Mr Humphries during his non-solicitation period. In her email to Mr Humphries and Stuart on January 27, 2023, Ms Boden stated, “Feel free to share updated valuations with Stuart and me.” Stuart subsequently responded from his email to the email chain on April 1, 2023, during his non-solicitation period."

495. In his first witness statement, Stuart provids a detailed account of his interactions with Mr Humphries, emphasising that Mr Humphries’ decision to move to GSB was driven by his motivations and reasons.

496. Mr Humphries initiated contact multiple times during Stuart's notice period at AES, seeking updates and expressing his desire to work with Stuart at GSB. This strongly suggests that Mr Humphries had decided to follow Stuart to GSB.

497. Stuart and Mr Humphries had a strong relationship that extended beyond professional interactions. This personal connection likely influenced Mr Humphries's decision to move to GSB, as he trusted Stuart and valued his advice.

498. Mr Humphries had concerns about the products sold to him by AES and the departure of his previous adviser.

499. The meetings and discussions between Stuart and Mr Humphries were initiated by Mr Humphries, focusing on his financial concerns and plans for repatriation. Stuart's involvement was in response to Mr Humphries’ requests for advice and assistance.

500. Again, in the absence of any evidence that Stuart did or said something to encourage Mr Humphries to move his business to GSB, rather than providing information at Mr Humphries’s request, the Claimants have not proved that Stuart solicited Mr Humphries.

Mr Graham

501. The Claimants allege that Stuart Ritchie and Yazmin Boden solicited Mr Graham during Stuart's non-solicitation period. Mr Graham messaged Ms Boden on Facebook as a social interaction on 14 September 2022. The Claimants assert that Ms Boden used the social interaction to solicit Mr Graham on or around 8 March 2023. This is during Stuart's non-solicitation period; Ms Boden is acting as Stuart's 'front' as she is out of her non-solicitation period, but Stuart is working with Mr Graham during his non-solicitation period.

502. Stuart's first witness statement provides a detailed account of his interactions with Mr Graham, emphasising that Mr Graham’s motivations and dissatisfaction with AES drove him to move his business to GSB. Mr Graham contacted Stuart on WhatsApp, expressing his dissatisfaction with AES and his interest in managing his investments himself. This indicates that Mr Graham was proactive in seeking alternatives and was not solicited by Stuart.

503. Mr Graham expressed his unhappiness with AES, citing poor communication and a lack of response from them.

504. Yazmin arranged the meeting in March 2023, and during this meeting, Mr Graham discussed his plans to withdraw money from AES and invest it himself. Mr Graham messaged Stuart on WhatsApp asking for a plan for him and his wife.

505. Despite the interactions and proposal shared, Mr Graham has not been onboarded as a GSB client, as the sale of his business has not happened.

506. There was no solicitation by Stuart. The evidence discloses no more than that Stuart provided information to Mr Graham at Mr Graham’s request.

Showler, Mendey, Berrada, Watson, Bird, Dubois, Hendry and Mr Johnson

507. On 13 January 2023 Yazmin Boden sent an email to Stuart Ritchie, copied to the other Former Employees, stating, “Clients that aren’t linked to you which I could look to transfer under the radar post Feb/ when you give the okay”, followed by a list of 8 clients: Showler, Mendey, Berrada, Watson, Bird, Dubois, Hendry and Mr Johnson.

508. The Claimants allege that Yazmin was suggesting she would solicit clients on behalf of and provide advice to Stuart after her non-solicitation period had expired in February 2023, but before his non-solicitation period expired in April 2023.

509. In the Reamended Particulars of Claim:

510. In cross-examination:

511. When it was suggested to him that, insofar as he was dealing with a client, he was soliciting those clients under the radar, he answered, “Absolutely not.”

512. Stuart interpreted "under the radar" as a method to prevent AES from noticing client transfers, not as solicitation. His statement that "the majority of them that I was involved in solicited me" implies that clients approached him, not vice versa.

513. The Claimants' allegations rely on interpretations and inferences rather than direct evidence of solicitation by Stuart. The lack of direct cross-examination and explicit evidence regarding specific clients leaves the claims speculative. The evidence does not prove that Stuart solicited AES clients during his non-solicitation period. The claims are based on interpretations and speculation rather than concrete evidence.

Mr Evans

514. The Claimants allege that Stuart solicited Mr Evans by sending him Christmas greetings. The Claimants also refer to a contact between Mr Evans and Stuart on 25 January 2023. The circumstances do not indicate that Stuart’s Christmas greetings triggered Mr Evans’s contact with Stuart on 25 January 2023

515. Stuart states he has a strong relationship with Mr Evans. On 25 January 2023, Mr Evans contacted Stuart and asked for a call. They had a call, and Mr Evans informed Stuart that his wife’s father had passed away, and she was having issues with their financial advisor at St James’s Place. Stuart shared his personal Gmail email address with Mr Evans via WhatsApp because Mr Evans had asked him to do so. The issue had nothing to do with AES.

516. There is insufficient evidence to establish that Stuart solicited Mr Evans. The interactions appear to be personal and initiated by Mr Evans, with no sufficient indication that Stuart attempted to induce Mr Evans to move to GSB.

Alleged breaches by Yazmin Boden

517. The Claimants allege several breaches of her non-solicitation covenant by Ms Boden during her non-solicitation period, which expired on 24 February 2023.

518. Before addressing the details of the alleged breaches, I will consider the introductory submission of the Claimants that in February 2022, when the Former Employees’ potential team move to GSB was under discussion, Yasmin indicated to Craig Ritchie and Mauro de Santis Bo that she intended to “sit on” prospective clients, including a Mr Baxter and certain “O&G” (Oil and Gas) contacts, and Craig stated “I get what you mean”. The Claimants submit that in cross-examination, it was put to Yazmin that what she meant was that she would avoid approaching them on behalf of AES to save them for GSB, once the Former Employees moved there, and she accepted this.

519. Yazmin did not accept that proposition. First, it is merely an assertion that in February 2022, Yazmin was involved in any discussion about a potential team move to GSB.

520. Secondly, she did not accept that she was holding back prospects to save them for GSB. She agreed that she mentioned not progressing Mr Baxter within the AES pipeline, although she thought that was putting it “a little strong.” It was then suggested to her that Craig proposed inviting Mr Baxter because, essentially, the team moving to GSB consists of only her, him, Stuart, and Miles, so there's no harm in inviting him to the AES event. Yazmin clarified that Miles was not part of the team that moved to GSB, and the event was a whisky tasting. The cross-examiner stated that the event was social and relaxed, implying that no marketing for AES would occur. Yazmin confirmed that it was an AES-sponsored event, implying that the event’s purpose was to promote AES.

521. The Claimants allege the following specific breaches.

Mr Robson

522. Yazmin connected with Mr Robson on LinkedIn to message him on 5 January 2024 about GSB's portfolio, an act she admitted was "clearly marketing".

523. Ms Boden’s action is different from any conduct I have considered so far. She contacted Mr Robson with a message she admitted was marketing, encouraging him to move his business to GSB. That was an attempt to solicit Mr Robson's custom. It is a breach of the non-solicitation covenant.

524. It did not cause any loss to AES because Mr Robson remained a client of AES.

Mr Berrada

525. The Claimants assert that Yazmin solicited Mr Berrada. Yazmin stated that Mr Berrada contacted her by WhatsApp. There is no evidence to the contrary. They met at a café on 10 January 2023. During the meeting in the café, the cross-examiner asked if Yazmin had provided an information pack. Yazmin acknowledged that she potentially did. The cross-examiner then inquired if the pack included a comparison of the charges of AES against those of GSB, to which Yazmin agreed it probably did. The cross-examiner suggested that Yazmin was encouraging Mr Berrada to move to GSB. Yazmin responded that Mr Berrada was deciding whether to move to Adam Dalby, a former AES adviser who had moved to Abacus, and her, essentially comparing the two.

526. This instance is close to the line. It could be interpreted as solicitation if the information pack was persuasive or promotional. However, the cross-examiner did not establish whether Ms Boden presented the pack in response to a request for information from Mr Berrada or any details of their interaction that would establish solicitation. The Claimants have not discharged their burden of proof.

Mr and Mrs Jackson

527. The Claimants assert Yazmin solicited Mr Jackson.

528. In her witness statement, Yazmin stated:

529. In cross-examination, Yazmin confirmed that Mr Jackson had requested a colleague at GSB to speak with her. The cross-examiner then inquired whether a chain of communications was involved in dealing with that request. Yazmin clarified that she liaised with Mr and Mrs Jackson. The cross-examiner suggested that Mr Jackson would have spoken to a GSB colleague, who would then have messaged or emailed Yazmin. Yazmin explained that they were social friends who owned boats together, implying there might not have been a formal chain of communication. When asked if there was no chain of communication regarding the meeting, Yazmin stated she did not know.

530. The Claimants submit that Yazmin was unable to explain the absence of any documentary evidence to support her contention that Mr Jackson contacted her via a GSB colleague. That is wrong, she explained that the communications were informal between friends. The Claimants submit it is far more likely that Yazmin contacted Mr Jackson. That is an unsubstantiated assertion.

531. The Claimants have not proved that Yazmin breached the non-solicitation covenant by soliciting or attempting to solicit custom from Mr Jackson.

Under the radar

532. The Claimants claim that Yazmin acted as a 'front' for Stuart to approach AES clients during her non-solicitation period, using a communal GSB Wealth Management email address and personal email accounts. She explained to clients that she and Stuart Ritchie were sharing an inbox and handled most of the correspondence, with Stuart occasionally participating and attending meetings. The Claimants assert that Yazmin could not provide a plausible explanation for her "under the radar" email, which suggested a covert transfer after February 2023.

533. Yazmin stated that the clients listed in the email had nothing to do with Stuart, except that he did some portfolio preparation behind the scenes. The cross-examiner asked Yazmin to explain what was meant by "under the radar" in the email. She expressed that the term "under the radar" might have been used due to a perception that everything being done was criminal or wrong. The questioner suggested that "under the radar" implied sneaking and allowing Stuart to act covertly by contacting clients. Yazmin reiterated that these clients were not linked to Stuart. In the end, these are allegations that Stuart breached his restrictive covenant. I have already dealt with that claim.

Mr Lawson

534. The Claimants assert that Yazmin breached her non-solicitation covenant by her dealings with Mr Lawson.

535. In her witness statement, Yazmin stated that she sent a message to Mr Lawson on WhatsApp on 13 June 2023 regarding recent tax changes to his pension. That was soliciting, but it was outside her non-solicitation period.

536. The Claimants base their claim on Mr Lawson's reply text message, which stated that he wanted to leave a one-year gap between their phone contacts. I do not infer that the previous phone contact, whenever it occurred, involved Yasmin seeking to persuade Mr Lawson to leave AES and join GSB.

537. The Claimants submit that Mr Lawson's reply indicated that Yazmin had previously spoken to him a year ago, shortly after her resignation, presumably to solicit him at that time. That is pure conjecture.

Haqi, Whitemore, and Dawson

538. The Claimants' submissions mention Yazmin emailing Ms Haqi, Ms Whitemore, and Mr Dawson, speaking on behalf of "Stuart and I." They submit that this implies that Stuart breached his non-solicitation covenant. However, the Claimants did not plead this allegation or confront Stuart with it during cross-examination. In those circumstances, I do not draw the inference that the Claimants suggest, even if it was open.

Mendey

539. The Claimants allege Ms Boden solicited Mr Mendey during her non-solicitation period, which ended on 24 February 2023.

540. Ms Boden’s evidence is that she had a very friendly relationship with Mr Mendey during her time at AES, where they communicated via WhatsApp and exchanged jokes and friendly messages. After leaving AES, Mr Mendey reached out to her via WhatsApp, expressing his desire to follow her to her new firm. On 24 February 2023, Ms Boden arranged a meeting with Mr Mendey, which took place on 7 March 2023. During this meeting, they discussed personal matters and his pension portfolio.

541. The Claimants state that it is highly likely Ms Boden solicited Mr Mendey during her non-solicitation period to arrange the Teams meeting and encourage Mr Mendey to move to GSB, as she has not provided any documentary evidence that Mr Mendey reached out first.

542. This is mere assertion without concrete evidence. The Claimants have not proved that Ms Boden breached her restrictive covenant by contacting Mr Mendey during her non-solicitation period or otherwise attempting to ask or encourage him to move to GSB during that period.

Alleged reaches by Mauro de Santis Bo

543. Mauro De Santis Bo’s non-solicitation period ended on 17 March 2023.

544. The Claimants allege that Mauro breached his non-solicitation covenant in soliciting Mr Divo, Mr Sakr, Ms Sanghera, and Mr Chan.

Mr Divo

545. Mr Divo is Venezuelan/Spanish. Mauro met him in Dubai. They have a strong connection because both speak Spanish. Mr Divo is an accountant working in many different companies. He opened a smart account.

546. They often communicated through WhatsApp about work-related things, football, and the situation in Argentina and Venezuela.

547. On 18 December 2022, Mr Divo messaged Mauro congratulations about the World Cup⁵⁴.

548. On 19 December 2022, Mauro messaged Mr Divo in Spanish wishing him well for the holiday season, and saying, in Spanish; "It would be nice if you could coordinate a meeting at some point so we can catch up and I can tell you about certain news from my side". In cross-examination, it was suggested to Mauro that if he wasn’t soliciting in his message, he was setting up an occasion at which he could solicit. Mauro denied that, stating, “I didn't find it that way. I wanted to speak with Mr Divo about the news that I had to tell him.”

549. On 20 March 2023, after his non-solicitation period had ended, Mauro messaged Mr Divo suggesting a catch-up. Mr Divo replied on the same day, and they agreed to meet on 22 March 2023. They met face to face and spoke about “the usual stuff”. Mr Divo told Mauro he really trusted Mauro and enjoyed working with him.

550. On 27 March 2023, Mr Divo sent an email addressed to Mauro to the GSB wealth management email address, attaching a copy of his portfolio. On 31 March 2023, using the GSB wealth management email address, Mauro emailed Mr Divo in Spanish, attaching a recommendation report to reduce the total cost of his portfolio and achieve better returns. The report recommended that Mr Divo close his existing Smart Account under AES and open a Morningstar Wealth Platform. Mr Divo became a client of GSB on 4 May 2023.

551. Whether solicitation occurs depends upon the substance of what passes between the client and the former employee with whom they are in contact. There is solicitation if the former employee, in substance, conveys the message that the former employee is willing to deal with the client and, by whatever means, encourages the client to do so.

552. Mauro’s message on 19 December 2022 wished Mr Divo well for the holiday season and suggested a meeting to catch up and share some news. This was in response to Mr Divo's message from the previous day, in which he congratulated Mauro on Argentina winning the World Cup.

553. During cross-examination, it was suggested that this message could be setting up an occasion for solicitation, but Mauro denied this, stating his intent was to share news. There is no evidence that Mauro asked or encouraged Mr Divo to move his account in this message. There is no evidence that Mauro asked or encouraged Mr Divo to move his account before 20 March 2023. The suggestion to change accounts appears to have occurred after this date.

Mr Sakr

554. On 24 October 2022, Mr Sakr messaged Mauro on WhatsApp to ask how he was and where he was working. Mr Sakr knew that Mauro was moving because AES had instructed the Former Employees to inform the clients that they were relocating.

555. Mauro told Mr Sakr that he would soon be joining GSB and sent him a link to GSB’s website. On 8 March 2023, Mr Sakr wished Mauro a happy birthday on LinkedIn. This did not lead to further conversation at that time. On 20 March 2023, after his non-solicitation period had ended, Mauro initiated contact with Mr Sakr to discuss potential options at GSB, leading to a scheduled Teams meeting on 27 March 2023. During this meeting, Mr Sakr and his son expressed dissatisfaction with AES and interest in transitioning to GSB. There were further communications, and on 1 May 2023, Mr Sakr decided to proceed with GSB.

556. During cross-examination, Mauro was questioned about whether providing the GSB website link was an act of encouraging Mr Sakr to move his business. Mauro denied this, stating that he was merely informing Mr Sakr of his new destination.

557. The cross-examiner suggested that Mauro solicited Mr Sakr more directly in March 2022, which Mauro reluctantly agreed to. Still, there is no indication in the evidence that this occurred before 20 March 2023.

558. Mauro denied that a business proposition was discussed or provided via the link before March 20, 2023.

559. The evidence does not establish that Mauro asked or encouraged Mr Sakr to relocate his business from AES to GSB before March 20, 2023. The interactions before this date, specifically on October 24, 2022, were initiated by Mr Sakr and involved Mauro providing information about his future employment at GSB without solicitation. The first indication of Mauro discussing potential options at GSB with Mr Sakr occurred on March 20, 2023, which is consistent with Mauro not encouraging Mr Sakr to move his business until after that date.

Mrs Sanghera

560. On 16 December 2022, Mrs Sanghera messaged Mauro on LinkedIn and asked whether he was still in Dubai. They exchanged some pleasantries. After inquiring about his familiarity with the UAE golden visa process, Mrs Sanghera asked Mauro whether he was in a similar investment company as AES, and he informed her about his decision to join GSB.

561. On 17 December 2022, Mrs Sanghera stated, “Be good to understand more on GSB Capital too. I am not overly happy with the experience left at AES”.

562. On 19 December 2022, in response to her message, Mauro told her he would organise a call to explain more about GSB.

563. On 20 December 2022, he requested her email address to send her the information she had asked for about the golden visa. On the same date, she provided her email address. Mauro stated that despite being in his non-solicitation period, he felt comfortable speaking with her because she was actively soliciting him and seeking information. Yazmin and Mauro had a call with Mrs Sanghera. She was interested in setting up a golden visa. She then diverted the conversation to her investments. They spoke about her portfolio. She was not happy, to the point that she had referred her brother-in-law to GSB and not AES.

564. On 22 February 2023, using the GSB wealth management email address, Yazmin wrote to Mrs Sanghera and copied Mauro to the email, which set out the next steps for onboarding. Mrs Sanghera became a GSB client shortly after 28 April 2023.

565. It appears that Mrs Sanghera initiated contact and expressed interest in GSB, seeking information from Mauro. Mauro's actions, such as organizing a call and providing information, were in response to her inquiries. Mrs Sanghera was actively seeking information There is no evidence Mauro requested or encouraged Ms Sanghera to move her business to GSB. The Claimants have not proved that Mauro solicited Ms Sanghera.

Mr Chan

566. Mauro states that he likely onboarded Mr Chan at AES in 2019/2020 and describes her as a meticulous lawyer living in Dubai. They are connected on LinkedIn.

567. On 4 December 2022, Ms Chan contacted Mauro via WhatsApp to inquire about the services GSB could offer, which led to a call on 5 December 2022. During their conversations, Ms Chan expressed dissatisfaction with AES and discussed moving her Smart Account to a different solution, which led Mauro to refer her to David Smyles at GSB.

568. Subsequent communications included emails and WhatsApp messages regarding her onboarding process and portfolio details, culminating in her becoming a client of GSB shortly after these interactions.

569. There is no evidence that Mauro asked or encouraged Ms Chan to move her business from AES to GSB. Instead, the evidence indicates that Ms Chan decided to explore other options due to her dissatisfaction with AES and initiated the inquiry. Mauro's role appears to be more of a facilitator in response to Ms Chan's expressed interest and dissatisfaction, rather than an instigator of the move.

Mr Beechcroft-Kay

570. The Claimants allege Mauro solicited Mr Beechcroft-Kay by sending him Christmas greetings and possibly by “missing communications”.

571. Mauro had a long-standing professional relationship with Mr Beechcroft-Kay, which evolved into a strong personal relationship.

572. On 22 December 2022, Mauro sent Mr Beechcroft-Kay a WhatsApp message wishing him and his wife a Merry Christmas and a happy and prosperous 2023. Mr Beechcroft-Kay responded:

573. Mauro responded:

574. In subsequent communications, Mr Beechcroft-Kay expressed dissatisfaction with AES and suggested moving to GSB.

575. The Claimants did not cross-examine Mauro as to whether he had solicited Mr Beechcroft-Kay by any means other than the Christmas greetings. The cross-examination did not even refer to the Christmas greetings to Mr Beechcroft-Kay.

576. The evidence does not establish Mauro solicited Mrs Sanghera.

Mr Purcell and Mr Green

577. The Claimants allege that Mauro solicited Mr Purcell and Mr Green by sending them Christmas greetings.

578. That evidence alone is not sufficient to discharge the Claimants’ burden of proof.

The ‘WealthManagement’ email

579. The Claimants submit that during his non-solicitation period, Mauro used the generic “WealthManagement” email address, despite this causing difficulties and client complaints. In cross-examination, the cross-examiner suggested that the process was very uncomfortable and odd, particularly in the context of wealth advice, to use a generic email address for dealing with clients.

580. Mauro explained that they were forced to use the generic email address because their visas had not been cancelled, leaving them with no other choices.

581. The cross-examiner suggested that using a generic email address conceals the sender’s identity. Mauro denied this, stating that concealing the sender was not the idea.

582. The Claimants submit that the only reason the Former Employees undertook this action was that the generic email address was necessary to conceal who was advising, in circumstances where some of the Former Employees were still subject to non-solicitation periods. The Claimants submit that Mauro’s explanation that the Former Employees’ visa status required them to use this generic email address is implausible.

583. Mauro’s explanation was confirmed by Ross Whatnall, who stated that when the Former Employees were working for WFMP, they used the email address ‘wealthmanagement@gsbcapital.com’. This was because they were not GSB’s employees, so they could not have GSB email addresses. The ‘wealthmanagement’ email address was not used to anonymously contact and solicit the Claimants’ clients, as alleged by the Claimants, nor was it intended to disguise any scheme. The email address was used to resolve the unusual visa situation that arose because AES refused to pay the Former Employees their end-of-service financial entitlements.

584. In cross-examination, Ross Whatnall stated that he believed GSB’s compliance officer wanted to ensure that they were not providing advice specifically to clients. To remove any ambiguity, she did not want them communicating externally from an email address in their own name. However, he was not involved in that, so he could not be sure.

585. The evidence presents conflicting views. Mauro's and Ross Whatnall's testimonies suggest that the use of the generic email was not intended for concealment but was a practical necessity due to the visa situation and compliance preferences. However, Mr Whatnall's admission of not being directly involved in the compliance decision introduces some uncertainty.

586. Overall, the inference that the generic address was necessary to conceal identities is not supported by the evidence; rather, it appears to be more speculative given the explanations provided by Mauro and Ross Whatnall. The evidence suggests that using the generic email is more likely to have been an administrative and compliance matter rather than a concealment tactic.

Alleged breaches by Craig Ritchie

587. Craig’s non-solicitation period ended on 24 February 2023.

588. The Claimants submit that Craig engaged in ‘soft’ solicitation of clients by engaging in social interactions designed to generate a ‘hook’ for him to promote GSB’s services.

Mr Lorrimer

589. In a WhatsApp conversation with Mr Lorimer on 1 November 2022, in which Mr Lorimer asked him, “How’s the new role?”, Craig responded, “Hope they are taking care of you at least!” and “hope they cut your fees”.

590. The Claimants argue that Craig was identifying service and fee issues that were GSB’s selling points, and on 23 December 2022, he sent Mr Lorimer a Christmas goodwill message. Then, on 2 March 2023, after his non-solicitation period had ended, Craig contacted Mr Lorimer and asked if he was available for a chat.

591. Craig’s message in response to Mr Lorrimer’s message of 1 November 2022 is close to the line, but I am not persuaded he crossed it. His message did not disparage AES, nor compare GSB’s service or fees or refer to GSB at all. It contains no direct or indirect encouragement to move business to Craig or his new employer or away from AES.

592. Craig’s Christmas greeting is not a follow up to his November message. It made no mention of AES, Craig’s new company or Mr Lorrimer’s business at all. Craig’s 2 March 2023 contact was more than four months after his November 2022 message.

593. Craig may have been maintaining a relationship with Mr Lorimer to make it easier to ask him to move to GSB when his non-solicitation period ended and he was free to do so. But that is not a breach of the non-solicitation covenant unless Craig did something within the non-solicitation period that amounts to asking or encouraging Mr Lorimer to move from AES to GSB. The evidence does not prove that he did.

Christmas messages

594. The Claimants assert that Craig sent a flurry of Christmas messages to his former clients, specifically those of AES. The Claimants assert this was a form of soft solicitation, enabling him to gauge interest and follow up with ‘hard’ solicitation to GSB where an opportunity arose.

595. A personal holiday greeting sent to a friendly acquaintance, without any business-related content, typically does not violate a non-solicitation covenant. In this instance, the message contained nothing more. It neither asked nor encouraged the recipients to transfer their business from AES to GSB, nor did it mention GSB. It could be solicitation if followed up by some other action, but it was not. Craig made no contact until his non-solicitation period had ended.

Mr Sim

596. Craig attended the meeting with Mr Sim and Stuart on January 21, 2023. I have discussed the contact with Mr Sim in considering the alleged breaches by Stuart. I concluded that the evidence is more consistent with Mr Sim deciding to move his business from AES to GSB on his initiative, especially given that he initiated contact and expressed a clear intention to switch.

597. The Claimants seem to argue it should be inferred that Craig initiated contact with Mr Sim. The evidence does not show that.

Fatima Al Qubaisi

598. Finally, the Claimants submit that Craig solicited another AES client, Ms Al Qubaisi, this time in the name of Mr Whatnall.

599. Craig stated she was a close friend who chose to follow him.

600. Craig testified that Ms Al Qubaisi became a client of AES through his introduction, as they were friends who frequently communicated via WhatsApp and Instagram. When Craig resigned from AES, he did not inform her directly. Ms Al Qubaisi later discovered his resignation and expressed her intention to follow him, informing AES of her decision. She proactively sent Craig her Annual Progress Review, along with a screenshot of an email to her new adviser at AES, stating her desire to continue working with Craig as her adviser.

601. After Craig left AES, Ms Al Qubaisi contacted him, making it clear she wanted to follow him. Craig felt comfortable speaking with her since she was pursuing him, not the other way around. Once he was established at WFMP, he introduced her to GSB. On 13 February 2023, Ms Al Qubaisi shared a scan of her passport with him. On 20 February 2023, he emailed her a suitability report and outlined the next steps to onboard her as a client.

602. The Claimants challenge Craig’s evidence on two bases: there is no evidence that Ms Al Qubasi contacted him or was proactive in engaging in services from him, and Craig claimed that she was a close friend; however, this stands in contrast to the formal language she used in writing to him. Neither of these arguments has any merit.

Findings on alleged breaches of non-solicitation covenants

603. The evidence includes many accounts of interactions between the Former Employees and AES’s clients during the relevant non-solicitation periods. However, such interactions do not, in themselves, establish a breach of the non-solicitation covenants. These covenants prohibit active solicitation, not all forms of contact or business dealings; they are not non-dealing covenants.

604. In assessing the alleged breaches individually, I have found that Ms Boden breached her non-solicitation covenant when she attempted to solicit Mr Robson by connecting with him on LinkedIn and messaging him on 5 January 2024 regarding GSB’s portfolio. However, this breach did not result in any loss to AES, as Mr Robson remained a client of AES.

605. The Claimants presented little evidence of communications between the Former Employees and AES’s clients prior to those clients transferring their business to the Defendant. The burden lies with the Claimants to prove that the Former Employees requested or encouraged such transfers. In many instances, the absence of such evidence precludes a finding that the Former Employees solicited AES’s clients. Moreover, in some cases, the available evidence is persuasive in demonstrating that the Former Employees did not engage in any solicitation.

606. Overall, the claims of solicitation rely heavily on subjective interpretations of communications and speculative inferences rather than concrete evidence. The fact that many AES clients moved their business to GSB during the Former Employees’ non-solicitation periods is consistent with a desire to maintain professional relationships with the Former Employees, rather than being the result of any solicitation. This inference is further supported by instances in which clients expressed dissatisfaction with AES’s service or had longstanding personal and professional relationships with one or more of the Former Employees.

607. The clients themselves initiated many interactions. Their decisions to move their business, whether during the non-solicitation periods or following engagements within those periods, were driven by their own preferences and experiences, rather than by any active solicitation from the Former Employees.

608. Accordingly, I am not satisfied, on the balance of probabilities, that the Claimants have established that the Former Employees solicited AES’s clients during their non-solicitation periods.

Findings on alleged breaches of confidentiality covenants

Construction of the confidentiality covenants

609. The Defendant contends that the confidentiality clauses in the Former Employees’ employment contracts, specifically the confidentiality covenants, are unenforceable. Additionally, there are disputes regarding which information is protected by the covenants, assuming they are enforceable. I will first examine the interpretation of the clauses and then assess their enforceability based on my interpretation.

610. Clause 15 of Craig Ritchie’s and Yazmin Boden’s AES employment contracts contains the following confidentiality provisions:

611. Clause 22 of Stuart’s and Mauro’s AES employment contracts contained a confidentiality provision in the following, materially similar terms:

612. The parties agree that the employment contracts are to be interpreted in accordance with the laws of the United Arab Emirates. However, to the extent that UAE Federal law is not proved to differ from DIFC Law, the parties submit that the ‘presumption of similarity’ applies. Therefore, they should be interpreted with reference to DIFC Law. The parties further agree that the applicable DIFC law is the same as the common law of England and Wales. Both parties supported their arguments about the interpretation and enforceability of the confidentiality clauses by reference to English precedent.

613. The principal construction issues arising are whether “Confidential Information” includes the categories of information the Claimants assert the Former Employees used in their employment with the Defendant, essentially client lists and contact details.

614. The definition uses the term "confidential information" to define "Confidential Information," which demonstrates a degree of circularity as it fails to independently describe what makes the information confidential. Instead, it presumes that the employee already comprehends what "confidential information" entails.

615. The Claimants argue, essentially, that the Court should interpret the clauses pragmatically by incorporating the common law meaning of "confidential information" i.e., information that is not public, does not comprise the employee's skill and knowledge, is not trivial, and possesses the essential quality of confidence.

616. I will adopt the Claimants’ interpretation of the confidentiality clauses.

617. A client list—meaning a list of AES’s clients or a subset thereof, including details such as fees charged—can reasonably be said to fall within the scope of “information relating to the finance or business of [AES] … and/or clients of … [AES] … and their personal details or other data.” Such lists will constitute Confidential Information if they meet the criteria for confidentiality described above.

618. Whether information is confidential depends on its nature and the context in which it is obtained and used. Some information is inherently confidential, for example; trade secrets, client financial data, and proprietary business strategies, due to its intrinsic sensitivity and commercial value. Conversely, information that is trivial or publicly available, such as names listed in public directories or general industry knowledge, is generally not considered confidential. The third category comprises information whose confidentiality depends on the circumstances, including how it was acquired, whether it was treated as confidential, and whether it would be useful to a competitor.

619. A client list generally falls into the first category of inherently confidential information. In the financial services industry, such lists are typically regarded as confidential due to the nature and value of the information they contain. Their compilation often involves significant time, effort, and resources, and the information is not publicly accessible in its aggregated form. In addition to names and contact details, these lists frequently include sensitive financial data and insights into client preferences and relationships. The commercial value of this information to competitors is considerable, and its protection aligns with both contractual obligations and established industry expectations.

620. The client lists that the Claimants allege the Former Employees copied and took to GSB are, in my view, confidential information protected by the confidentiality covenants. In my understanding, the Defendant did not argue otherwise.

621. The Claimants also contend that customer contact data retained by the Former Employees—specifically, client phone numbers (or WhatsApp contacts) and LinkedIn connections—constitutes Confidential Information, even if not rising to the level of a trade secret and is therefore protected under the confidentiality covenants in the Former Employees’ employment contracts.

622. The names of individual clients are generally not confidential by their nature. They form part of the knowledge and relationships that a financial adviser acquires over the years of working with clients. The distinction between individual client identities and compiled client lists is addressed by Selwyn Bloch KC and Craig Rajgopaul⁵⁵, who cite Pennwell Publishing v Ornstien and Others⁵⁶. In that case, Mr Justin Fenwick QC (sitting as a deputy judge of the Queen’s Bench Division) held that individual addresses and contact details did not amount to a trade secret, nor did they fall within the scope of a covenant protecting confidential information. However, a database containing those details, including private email addresses, was found to fall within the ambit of a confidentiality covenant and was therefore protectable post-termination.

623. Client contact details—such as phone numbers, WhatsApp contacts, email addresses, and LinkedIn connections—generally fall into the third category of context-dependent information. Whether they are confidential depends on how they were obtained, how they were handled, and whether they are readily accessible from public sources.

624. In Austin Knight UK Ltd v Hinds⁵⁷, the court did not accept that client contact details were confidential information in and of themselves. The case illustrates that information which is readily available or easily reconstructed from public sources—such as directories or personal memory—may not qualify as confidential, even if it relates to clients. The court emphasized that for information to be protected, it must possess the necessary quality of confidence and not be trivial or in the public domain. Accordingly, while investment data or proprietary client insights may be protected, basic contact details—particularly if memorized or publicly accessible—may not be, unless they form part of a compiled, proprietary client list.

625. While not all client-related information is inherently confidential, client lists in the financial services industry—particularly those containing sensitive financial data and compiled through significant effort—are generally protectable under confidentiality obligations. Individual client contact details may also be protected, depending on how they were obtained, whether they were treated as confidential, and whether they are publicly accessible. Authorities such as Austin Knight v Hinds and Pennwell Publishing v Ornstien support the principle that the context and manner in which information is acquired and used are critical to determining its confidentiality.

626. On the evidence before me, I am satisfied that the client lists in question constitute Confidential Information within the meaning of the Former Employees’ contractual obligations. Whether individual client contact details also fall within that category depends on whether they possess the requisite quality of confidence.

627. There is no evidence that the Former Employees obtained the client contact details retained on their personal phones from any AES-maintained client list. Rather, the evidence indicates that these contacts were provided directly by clients.

628. The confidentiality clauses in the Former Employees’ contracts do not specifically refer to phone numbers, WhatsApp contacts, or LinkedIn connections—an omission that is significant given the widespread use of these platforms for professional communication in the financial services industry.

629. LinkedIn connections are publicly visible and generally considered part of an individual’s professional network, not the proprietary information of the employer—unless the account was created or maintained on behalf of the employer, or the connections were curated using confidential client lists. Neither condition applies here. WhatsApp contacts, while more private, are not inherently confidential unless derived from a protected source such as a confidential database. In this case, the contacts were shared voluntarily by clients and stored on personal devices.

630. Whether AES treated such information as confidential depends on how it was handled in practice and whether any restrictions were communicated. The evidence shows that AES permitted the use of personal phones for client communications via WhatsApp and LinkedIn, did not issue company phones, and imposed no specific safeguards. This undermines any assertion that such information was treated as confidential.

631. The confidentiality acknowledgements signed by the Former Employees required them to treat non-public information as confidential, excluding general know-how and personal skills. While this could arguably extend to non-public contact details, LinkedIn connections are generally public or semi-public, and WhatsApp contacts—stored on personal devices—were not specifically addressed.

632. The 2018 Company Handbook is silent on social media and contact data.

633. The Mobile Phone Policy acknowledges the use of personal phones for work but does not classify contact data as confidential.

634. The Company Data & Personal/AES Devices Policy permits access to personal devices to remove “business information,” broadly defined, but does not specifically mention phone numbers or WhatsApp contacts.

635. AES had only limited rights to access personal devices, and there is no evidence that it issued or controlled the contact data stored on them.

636. Taken together, the absence of any explicit reference to WhatsApp contacts or LinkedIn connections in the contractual documents, combined with the lack of oversight or control, suggests that such information was not treated as confidential within AES’s contractual framework.

637. Accordingly, I find that the Claimants have not established that the WhatsApp contacts and LinkedIn connections stored on the Former Employees’ devices were treated as, or intended to be, confidential information during their employment. These contacts, therefore, do not fall within the scope of the confidentiality clauses in the employment contracts.

Enforceability of the confidentiality covenants

638. With one exception, the parties agree that the confidentiality clauses are enforceable if they protect a legitimate interest and do no more than is reasonably necessary to protect that interest.

639. The exception is that the Defendant submits that the confidentiality clauses infringe the maximum two-year limit set by Article 10(1) of the UAE Employment Law and Article 12(1)(b) of the Implementing Regulations.

640. Those provisions, at least in their English translation, refer to non-compete clauses. I am not persuaded that they apply to confidentiality clauses.

641. The Defendant submits that the post-termination restraints on use of confidential information are void as a matter of UAE law, both based on the UAE provisions but also informed by “the presumption of similarity”. Therefore, adopting the “presumption of similarity” and having regard to the way the parties have conducted the case, the confidentiality clauses are enforceable if, and only if, they protect a legitimate interest and go no further than is reasonably necessary to protect that interest.

642. Further, the Defendant submits that the confidentiality clauses go further than is reasonably necessary to protect AES’s legitimate interest. They argue that the clauses do not define the types of information that fall within their scope because “Confidential Information” is defined circularly as any information related to AES or its clients that is considered confidential.

643. As I have said, the Claimants disagree that the definition of Confidential Information is circular. They argue that the term "confidential information" in this definition refers to information that qualifies as 'mere confidential information' under common law principles.

644. Under English law, an employer can include a post-employment restraint in an employment contract to restrain the employee from using confidential information that is not a trade secret.

645. However, the restraint clause must precisely define the restraint for it to be enforceable.⁵⁸

646. With some hesitation, I conclude that the definition of "Confidential Information" in the clause provided by AES is sufficiently certain, notwithstanding a degree of circularity. The term "confidential information" is defined as specific categories, including information related to the finances or business of AES, as well as the finances or business, or personal details of clients, employees, and contractors of AES. This definition aligns with common law principles, which consider information confidential if it is not trivial, not publicly available, and does not form part of the employee’s general skill and knowledge.

647. A financial advisor has a legitimate interest in protecting confidential information related to their business, finances, and clients' personal details. Confidential information, including business strategies, financial data, and client lists, is valuable to the financial advisor's competitive position. Protecting this information helps safeguard the advisor's business interests and prevents former employees from using it to benefit competitors.

648. The words “or any other matters which may come to your knowledge in the course of your employment” in the confidentiality clauses in Ms Boden’s and Craig Ritchie’s employment contracts are too wide and do not sufficiently define the protected confidential information. Those words may and should be severed.

649. Extending the confidentiality clauses in AES employees' employment contracts to include confidential information of other AES group companies is reasonable.

650. Since the AES group companies have intertwined interests and employees may have access to clients and confidential information across the group, it is reasonable to protect this information to safeguard the overall business interests of AES. The clause does not prevent the employee from working in the same industry in Dubai and elsewhere, it restricts only the use of AES’s confidential information, as I have interpreted it.

651. The confidentiality clause sufficiently defines the restraint by specifying the types of information that are considered confidential. The clause aims to protect AES's legitimate interests by imposing confidentiality restrictions on certain categories of information after the termination of employment.

652. I find that the confidentiality clauses are reasonable and do not go further than necessary to protect AES’s legitimate interests.

Alleged breaches of confidentiality covenants before Former Employees’ resignations

653. The Claimants made numerous allegations that the Former Employees misused AES confidential information throughout the trial and in their submissions. The most comprehensive list of the Former Employees’ misuse of confidential information alleged by the Claimants is set out in Appendix B to the Claimants’ closing written submissions. That appendix categorises the alleged wrongdoing into breaches that occurred before the Former Employees’ resignation and breaches that occurred after their resignation.

November 2021 emails

654. At [52] of the Reamended Particulars of Claim, the Claimants plead that on 14 November 2021, Stuart Ritchie sent the Defendant screenshots from the Claimants’ systems showing the AUM of the Claimants’ clients, in breach of Clause 22 of his Employment Contract and other obligations, and agreed with the Defendant that he would have discrete conversations with his team to report back to the Defendant which colleagues may consider moving, as well as client numbers and AUM he could bring from the Claimants to the Defendant, in breach of Clause 18.1 and Clause 22 of his Employment Contract and his Director Duties.

655. The Defendant submits that the information in the screenshots is not confidential to AES.

656. Stuart Ritchie included two screenshots in his email dated 14 November 2021. The first screenshot shows clients managed by his team with assets over £250,000, while the second shows clients with assets between £100,000 and £250,000. These screenshots display the total AUM, the number of households, the average AUM per policy, the number of policies, the average AUM per household, and the weighted adviser fee.

657. The Claimants assert, while the Defendant denies, that the information in the email is confidential.

658. To determine whether the information in the email is confidential, I must consider the content and context of the email.

659. Mr Instone asserts that the information is confidential. Conversely, the Defendant argues that this type of information is typical performance data shared by prospective recruits with potential employers and is not commercially sensitive. That assertion is supported by the Defendant’s claim that GSB did not use the information in the screenshots or gain any competitive advantage from viewing the data.

660. The Defendant further contends that similar information was displayed on the wall of the AES office, visible to significant clients and finance professionals during office tours led by Mr Instone, as Stuart Ritchie stated in his first witness statement at [28]. This indicates that the information is not confidential, as it was shown to external parties. However, in his fourth witness statement at [18], Mr Instone contradicts this by stating that any data shared within the office was in a private, employee-only area and not visible to clients. He denies taking significant clients to view this data, although he acknowledges that occasional visitors were touring the office.

661. During cross-examination, Mr Instone was shown a screenshot similar to the one sent to Mr Whatnall. He expressed concern about the data on the left side of the screenshot, not the aggregated assets of the entire business on the right side. The Defendant interprets this as Mr Instone not being concerned about the information in Stuart's email to Mr Whatnall.

662. I am unable to assess their evidence beyond their witness statements, because neither Stuart Ritchie nor Mr Instone was cross-examined on their conflicting accounts regarding the display of information in the AES office.

663. The confidentiality of the information in the email is disputed. The lack of cross-examination on the contradictory accounts of Stuart Ritchie and Mr Instone and differing interpretations of Mr Instone's statements during cross-examination leave me unable to decide important primary facts on which to assess whether the information is confidential. The lack of evidence that GSB gained any competitive advantage from the data supports the assertion that it is not confidential.

664. I am unable to reach a definitive conclusion on the confidentiality status of the information. I conclude that the Claimants have not established that the information is confidential.

665. The Claimants assert that the Defendant knew the information was confidential and induced Stuart to disclose it. They claim that Mr Whatnall encouraged Stuart to provide the information in the emails regarding AES’s business client portfolios and AUM, by his discussion with Stuart during the 9 November 2021 meeting about Stuart's potential move to GSB, and in the correspondence where Mr Whatnall explains that the level of information is invaluable.

666. I find that Mr Whatnall did not induce Stuart to provide the information for the following reasons:

667. Mr Whatnall did not know at that time that Stuart was self-employed and he did not regard the information as confidential. If, contrary to my finding, the information is confidential, Mr Whatnall neither knew nor turned a blind eye to the information being confidential.

April 2022 meeting and emails

668. At [53] of the Reamended Particulars of Claim, the Claimants plead that at a meeting on 29 April 2022, Stuart Ritchie referred to the amount of AUM he and the Former Employees would manage within the first 12 months working at the Defendant, including providing screenshots of the Claimants’ Confidential Information taken from the Claimants’ systems, showing clients’ AUM and fees charged by the Claimants to their clients.

669. The amount of AUM that Stuart and the Former Employees would manage within the first 12 months at the Defendant was Stuart’s projection, not AES's confidential information. The screenshots are of the same nature as those Stuart Ritchie provided in his email on 10 November 2012. The Claimants have not proved that they are confidential for the same reasons.

670. The Claimants argue that GSB, through Ross Whatnall, induced or encouraged Stuart Ritchie to provide confidential information from AES, specifically regarding clients’ AUM and fees on the following grounds.

671. First, Mr Whatnall encouraged Stuart to provide confidential information about AES’ business, client portfolios, and AUM during discussions in April 2022 relating to Stuart’s potential move to GSB, and the significant financial and other compensation that GSB was offering to Stuart and his team for taking AES’ confidential information needed to bring AES’ clients to GSB.

672. There is no evidence that Mr or Mrs Whatnall said anything at the breakfast meeting on 9 April 2022 to encourage Stuart to provide confidential information about AES’s business, client portfolios, and AUM. In subsequent emails, Ross Whatnall referred to remuneration models, stating that he preferred the salaried model, and discussed a fixed salary and a discretionary bonus. The salaries discussed were in accordance with GSB’s standards. Ross Whatnall did not state either expressly or impliedly that remuneration would be dependent on the AES clients managed by Stuart or the Former Employees moving to GSB, and made no mention, either explicitly or impliedly, about Stuart providing confidential information to facilitate AES clients moving to GSB.

673. Secondly, the Claimants assert that GSB, through Mr Whatnall, was aware of the self-employed and salaried models but chose not to inquire about which model Stuart was subject to. By April 2022, it was known that Mr Ritchie and his team were salaried employees of AES, making it implausible that GSB did not inquire about any contractual restrictions, including confidentiality obligations.

674. It is likely that Ross Whatnall was aware after, but not before, Stuart’s 29 April 2022 email, that Stuart and the Former Employees were salaried employees. He should have known that they would be subject to confidentiality restraints.

675. Thirdly, the Claimants assert GSB either knew or had blind eye knowledge that the Former Employees, including Stuart Ritchie, were subject to confidentiality obligations. This is inferred from GSB’s own confidentiality restrictions, which Mr Whatnall considered to be the industry standard. I agree.

676. The second and third propositions do not establish that GSB, by Ross Whatnall, induced or encouraged Stuart to provide confidential information to GSB.

Connections on LinkedIn and WhatsApp

677. The Claimants assert that Ms Boden and Craig Ritchie transferred AES client contacts to social media platforms, such as LinkedIn and WhatsApp, to access confidential contact information for solicitation on behalf of GSB, in violation of their obligations.

678. The Claimants do not assert that the Defendant, through Mr and Ms Whatnall, encouraged Ms Boden, Craig Ritchie, or any of the Former Employees to make WhatsApp contacts or LinkedIn connections with AES clients. The Claimants claim that Mr and Ms Whatnall encouraged Stuart Ritchie, and through him the Former Employees, to take confidential information by transferring it to social media. They assert that this transpired during the April 2022 meeting, where discussions about Mr Stuart Ritchie's potential move to GSB included significant financial and other compensation offers for bringing AES clients to GSB.

679. I have already rejected those general assertions.

The Load Files

680. The Claimants allege that GSB emailed Stuart incomplete load files for importing the Claimants' client data into GSB's client relationship management system, Wealthcraft. The Former Employees completed the load files using AES's confidential client information, and Stuart returned them to GSB.

681. A load file contains data in a format that facilitates uploading the data into a database or system, such as a client relationship management (CRM) system, like Wealthcraft.

682. GSB admits that it sent the load files to Stuart and asked him to complete them but denies that Stuart returned the files completed.

683. The undisputed evidence concerning the Load Files is as follows.

684. On June 6, 2022:

685. Ms Dacosta emailed Stuart at 12:02 p.m., attaching the load files for him to start filling them out with client data.

686. On 7 June, Stuart replied to Ms Dacosta. He said he would review the sheets and details and get back to her if he had any questions.

687. On 15 June GSB sent the Former Employees offers of employment.

688. On 22 June, Ms Dacosta emailed Stuart a new version of the load files and requested that he use the new sheets.

689. On 23 June, Stuart replied that he would ask the team to complete the details.

690. No email or communication from Stuart or any Former Employee to GSB indicating that the Load Files have been disclosed. GSB states there are no such documents in GSB's possession, custody or control.

691. No Load Files or information derived from them have been disclosed on GSB's Wealthcraft or any other records. GSB states there are no such documents in GSB's possession, custody or control.

692. The Claimants argue that the Former Employees and GSB may have destroyed or failed to disclose such records.

693. The Claimants argue it should be inferred that Stuart returned the Load Files to GSB based on the above evidence and the following disputed evidence.

694. The controversial evidence is as follows.

695. The Claimants claim that Mauro De Santis Bo connected his phone to his desktop on 6 June and this was only the second time he had done so, suggesting a premeditated action to download data. That argument is based on expert evidence.

696. AES tendered into evidence the report of an IT expert, Mr Ian Smith. Mr Smith's report relevantly states:

697. In the Detailed findings section devoted to Mauro's desktop, under the heading "External device analysis", the report includes:

698. Mr De Santis Bo does not dispute that he connected his phone to his desktop on 6 June. He states that he connected it daily to charge it. He denies downloading any data to complete the Load Files.

699. The IT report does not confirm that these were the only instances in which Mauro connected his phone. The report states no evidence of confidential information being copied from the devices to external media was identified, and whilst it is possible, it is unlikely that such copies could have been made without leaving identifiable traces. Mauro stated he connected his phone daily to charge it and denied downloading data to complete the Load Files. Without evidence of data transfer, the inference that Mauro downloaded data to complete the Load Files lacks evidentiary support.

700. AES suggests a strong inference that Stuart informed Mauro about an incoming request for client data, prompting Mauro to initiate the download of data. However, no direct evidence or communication supports this claim.

701. Alison's evidence is as follows:

702. There is evidence supporting Alison's explanation that it was standard practice. GSB had sent similar load files to advisors engaged on a self-employed basis for completion.

703. Stuart's evidence is that the team did not complete the spreadsheets because they did not know which clients would work with them. They never discussed the spreadsheets with GSB or followed up on the email from Ms Whatnall. The spreadsheets were never returned to GSB, and the matter was not mentioned again after an initial email response. The team agreed not to complete the spreadsheets, and the topic did not come up again. The email from Ms Whatnall seemed intended for a bulk client transfer, which was not relevant to their situation, as they were not moving clients in bulk. After deciding not to complete the spreadsheets, he did not think about it again.

704. Craig Ritchie and Yazmin Boden deny that they completed the Load Files.

705. The Claimants claim that GSB may have destroyed or failed to disclose communications from Stuart regarding the return of the Load Files.

706. GSB disclosed relevant emails and stated that no such communications exist. Without evidence of destruction or non-disclosure, this inference is speculative.

707. The Claimants suggest that GSB may have destroyed or failed to disclose records of the load files or data on its client records management system. GSB disclosed information on its client records management system, but not the load files, stating they do not exist. Without evidence of destruction or non-disclosure, this inference is also speculative.

708. It is unlikely that GSB would disclose the initial requests and Stuart's agreement to complete the files, yet then destroy or fail to disclose the subsequent communications and records if they existed. If GSB was trying to hide the completed files, disclosing the initial requests and agreement emails would be inconsistent. It would make more sense to conceal all related communications and records. While it's possible that communications and records could be intentionally destroyed or withheld, the disclosed emails and lack of evidence in the client management system suggest that the completed files were never created or transmitted.

709. The Claimants argue that it should be inferred that Stuart returned the completed Load Files to GSB. However, Stuart testified that the team did not complete the spreadsheets because they were unsure which clients would work with them, and they never discussed the spreadsheets with GSB. GSB disclosed relevant emails but stated that no emails from Stuart or the team regarding the return of the load files exist. Without evidence of return or completion, this inference is unsupported.

710. The Claimants’ IT expert stated that he identified no evidence of confidential information being copied from the devices to external media and whilst it is possible that such copies could have been made without leaving identifiable traces in the normal operation of the devices, it is unlikely.

711. In conclusion, the inferences argued by the Claimants are not supported by the evidence. The lack of direct evidence or corroborating details renders each inference speculative rather than factual conclusions. I find the Former Employees did not return completed load files to GSB.

The Client Lists

712. Each Former Employee had their own client lists or ‘pipeline’ documents at AES. The Claimants refer to these as the “Client Lists”.

713. The Claimants submit that the Former Employees retained copies of them and deployed their contents in furtherance of GSB’s business.

714. I will consider the allegations against each of the Former Employees, as the Claimants did, starting with Stuart Ritchie.

Alleged taking of Client List by Stuart Ritchie

715. The Claimants allege that Stuart downloaded the document "190820 SR clients for WA" on 6 July 2022, just a few weeks before his resignation, to use the client information it contained to persuade AES clients to move to GSB after he joined GSB. Stuart was on annual leave in the weeks leading up to his resignation and resigned on the day he returned from leave. This document contained details on the AUM and the average ongoing fees of various AES clients.

716. The Claimants assert that the client list contains confidential information belonging to AES and its clients, including:

717. The Claimants argue that it should be inferred that Stuart was working through a list to approach ex-AES clients based on their AUM, prioritising higher-value clients first after his non-solicitation period. The clients Stuart contacted in May were worth more than £1 million. The Claimants also argue that it should be inferred that Stuart connected his iPhone to his laptop just two days after his resignation to download or screenshot documents and information, likely including client and other confidential information belonging to AES.

718. The Claimants argue those matters should be inferred from the following evidence:

719. Stuart's and other evidence about those points is as follows:

720. Ms Boden signed the GSB offer on 7 July 2022, not 6 July 2022. July 62022 does not have any particular significance. Stuart signed his acceptance of the offer on 17 June 2022. The Former Employees all resigned on 25 July 2022.

721. Stuart did not remember the spreadsheet until it was brought to his attention in this litigation. He did not recall opening it. In cross-examination, he was reconstructing or speculating why he may have opened it. His most plausible explanation was that he was still using the 2019 list in 2021 because he would compare the AUM each year and see how it had grown.

722. There is little information available about the document deleted the following day. Stuart said he was seeking to delete personal information. Mr Reed KC said, "it doesn't look like personal information, does it?". Stuart responded, "I'm not sure what that document is. I assume we'll open it." Mr Reed did not open the document and took the matter no further.

723. The spreadsheet was an old client list from 2019, which Stuart claims he used to compare AUM growth. The Claimants say it probably had more information than Stuart's current list, but this is equivocal.

724. Stuart did not recall opening the spreadsheet and explained why he might have opened it. His actions regarding the deletion of another document remain unclear, but there is insufficient evidence to prove that it was an attempt to cover tracks.

725. The Claimants' assertion is speculative. They have not proved that Stuart photographed the document and retained it for the benefit of GSB. Considering the evidence provided by Stuart and the context of the spreadsheet's use, the Claimants' inference lacks sufficient proof.

726. Stuart also connected his phone to his work AES laptop two days after his resignation on 25 July 2022. He claimed to have been charging it. The Claimants argue that he was unlikely to have done so, as it was only connected for 13 minutes, and it should be inferred that he transferred confidential information.

727. That is not only conjecture but is made unlikely by the IT expert's opinion that no evidence was identified of confidential information being copied from the devices to external media, and it is unlikely that such copies could have been made without leaving identifiable traces. It is therefore unlikely that Stuart transferred confidential information to his phone on 25 July 2022.

728. The reasons advanced by the Claimants, both separately and collectively, do not establish that Stuart took from AES any document containing confidential client information, which he used to the benefit of GSB.

Alleged taking of Client List by Mauro de Santis Bo

729. The Claimants submit that Mauro de Santis Bo attached removable storage media to his AES devices on key dates and subsequently, at GSB, used his own personal ‘super spreadsheet’ of clients. AES infers that the “super spreadsheet” was Mauro’s AES client list, and that he downloaded and retained it unlawfully.

730. The Claimants argue that Mauro’s computer activity supports the contention that he downloaded a list of his AES clients, as follows.

731. The Forensic IT Expert Report by Mr Ian Smith indicates that Mauro connected external devices to his AES desktop on three occasions: a USB drive on May 5, 2022, his phone on May 6, 2022, and his phone again on June 6, 2022.

732. The Claimants argue that he connected his device on 5-6 May 2022 to download confidential information he knew would be requested at the ‘croissant meeting’ the following day, 7 May 2022, and he did so on 6 June 2022 in response to GSB’s request for detailed information in the Load Files (which must have been relayed to him by Stuart).

733. Mr Reed KC's cross-examination of Mauro on this point began with a question about an iPhone being attached to his desktop on 6 May, suggesting it was before the meeting with the Whatnalls on 7 May 2022. Mr Reed suggested that the Whatnalls would be interested in Mr De Santis Bo's figures, but he denied this.

734. Mr Reed proposed that Mauro was downloading information to show the Whatnalls at the meeting, which he denied, explaining that he connected the iPhone daily to charge it. Mr Reed questioned the phone's charging method by connecting it to a computer, to which Mauro replied that it is a common method. I pause the narrative to observe that in my experience, it's not unusual to charge an iPhone by connecting it to a computer using a USB cable. If you're working on your computer, it's easy to plug in your iPhone to charge without needing a separate power outlet.

735. Mr Reed suggested that connecting the phone to the computer would result in data transfer, which Mauro disagreed with. Connecting to a computer allows you to transfer files; however, this process does not occur automatically.

736. On June 6, Mauro's iPhone was connected to the desktop for an hour and 15 minutes at 1 p.m. The Claimants link this to a meeting Stuart had with the Whatnalls and suggest that Mauro was downloading information needed to complete the Load Files, which he denied.

737. I have previously addressed this allegation in these reasons while examining the claim that the Former Employees completed the Load Files. The Claimants have not established that Mr De Santis Bo downloaded or transferred any Client List or data on 6 June 2022.

738. The Claimants allege that Mauro connected a USB drive to his AES laptop on 2 August 2022, the day it was taken into AES’s possession, because “it was his last chance before AES took his laptop away.” The Claimants assert that Mauro deleted 642 files from his AES SharePoint shortly before resigning, likely including confidential information he had already taken.

739. The evidence does not establish these allegations for the reasons I have already stated. The IT report does not confirm that these were the only instances in which Mauro connected his phone. The report states that no evidence of Confidential Information being copied from the Former Employees’ devices to external media was identified, and whilst it is possible, it is unlikely that such copies could have been made without leaving identifiable traces.

740. Mauro stated he connected his phone daily to charge it and denied downloading data to complete the load files. Without evidence of data transfer, the inference that Mauro downloaded data to complete the load files lacks evidentiary support.

741. No direct evidence or communication supports the inference that Stuart informed Mauro about an incoming request for client data, prompting Mauro to start downloading data.

742. The Claimants argue that it should be inferred that Mauro used confidential client information from AES to benefit GSB. They support this argument by contending that Mauro claimed to remember details of AES clients but could only provide a rough estimate of the number of clients. They argue that his precise recollection of client details and AUM suggests he retained a written record.

743. The Claimants argue that it is implausible for Mauro to remember detailed information about individual clients but not the total number of clients. However, someone can recall specific details about individuals, such as their jobs, investments, and children's names, especially if these details are significant or frequently mentioned. Recalling a specific number of clients is a distinct type of memory task, involving a figure that may not be as frequently reinforced. If Mauro interacted with these clients regularly, their details might be more memorable than the total count of clients, which might not be a frequently considered piece of information. Human memory is context-dependent, often retaining information that is frequently accessed while being less precise about data that is not frequently used. Therefore, it is not illogical or implausible for Mauro to remember detailed information about individual clients but not the exact number of clients.

744. On January 12, 2023, Mauro De Santis Bo circulated a “target list” of 26 clients with detailed AUM rankings, which the Claimants submit he could not have remembered without written records.

745. Mauro provided several reasons for his ability to remember details of clients’ investments and AUM:

746. These points provide a rationale for Mauro’s ability to recall specific details about his clients’ investments and AUM. The plausibility of his memory depends on several factors, including his experience, the frequency of client interactions, and the nature of the information. While it is challenging to remember exact figures in a volatile market, it is not impossible for an experienced professional to recall significant details about their clients. While Mr Reed KC suggests that Mauro struggled to recall certain other matters, he did not reveal any inability on Mauro's part to remember the specific details claimed during his testimony. I do not conclude that Mauro could not have remembered the details without a written record.

747. The Claimants assert that Mauro had a “super spreadsheet” of client information, which he has not disclosed, leading to the inference that it was withheld to conceal the taking of AES’s confidential information.

748. The trigger for this contention is that in cross-examination, Mr Reed KC referred to a question Mauro had posed to “ChatGPT” at an unidentified time after ChatGPT became available in November 2022:

749. The Claimants argue that the question implies Mauro was using a “super spreadsheet” containing AES client information he had taken from AES.

750. Mauro denied creating a super spreadsheet of clients. He stated that the question to ChatGPT was to explore the pros and cons of using a CRM system versus a super spreadsheet, not because he maintained a super spreadsheet, but to demonstrate its benefits to the team at GSB, who were not using the CRM efficiently. I accept Mauro’s evidence.

751. In cross-examination, Mauro was asked about his recollection of financial advice provided to Mr Turner after the covenant period ended on 6 May 2023.

752. In the email, he provided a detailed account of Mr Turner’s asset management since 2019. He asserted that he has a clear recall of client information because he managed the financial advice for Mr and Mrs Turner from the outset of their relationship. He denied having taken any records from AES and clarified that he did not have access to the CRM system, despite stating in the email that he did not have access to the “whole” CRM system, which the Claimants submit suggests he had partial access.

753. He emphasised that his recollection of events was based on memory, not on documents or information taken from AES. He acknowledged that his English language skills have improved over time, which may have led to imprecise wording in communications. I accept his evidence.

754. So far, I have considered whether each fact or circumstance alleged by the Claimants has been proved on the balance of probabilities. I have also considered the evidence as a whole. It does not lead to the inference that Mauro took and used a list of AES clients from AES.

Alleged taking of Client List by Craig Ritchie

755. The Claimants make four broad allegations that Craig Ritchie took AES confidential client information and used it to benefit GSB.

756. The Claimants assert that Craig printed out a document titled 'Clients.xlsx' on 15 June 2022, which contained a list of clients he had worked with since 2019. The Claimants consider that the document is confidential because it includes client information.

757. This allegation is based on the IT expert's report. The expert reported that the logs show 211 file access events for Craig related to the file "Clients.xlsx" on AES SharePoint from 6 May 2022 to 22 July 2022. Specifically:

758. Most access events were from a Dell OptiPlex desktop, with three from a MacBook Pro and 35 from Microsoft Office web. The MacBook Pro, identified as a model released in October 2021, was unavailable for analysis. The three access events from this device occurred on June 4, June 22, and July 6, 2022.

759. Additionally, 11 print jobs were initiated by Craig between July 1 and July 25, but "Clients.xlsx" was not among the printed files.

760. During cross-examination, Craig confirmed maintaining a client list, which he referred to as his "pipeline document," an Excel spreadsheet. The pipeline document served as a working document, including potential and existing prospects, client information, and marketing articles. The document was stored in Craig's user space on SharePoint and was not part of the CRM system, although information was also entered into the CRM. Craig explained that he used the Excel sheet for convenience due to the CRM system's inefficiency.

761. Craig did not deliver or delete the document from AES's system, because it was not in his possession - it was on AES's SharePoint.

762. It was put to Craig that the document was last printed on 15 June 2022, a day before he received a formal offer from GSB, but he denied printing it for GSB's business use.

763. Craig stated that he had used the document daily since starting at AES in 2019, despite the expert reporting a creation date of 5 September 2021. I accept Craig's evidence on that point.

764. Craig acknowledged that he saw the load files sent by GSB and discussed them. He denied printing the client list to fill out load files offline or using a personal laptop for this purpose.

765. It was put to Craig that there was an increase in file access events as he neared his resignation date, which he attributed to legitimate work activities.

766. The Defendant submitted that the flaw in the expert's analysis is that the expert was only provided with data from 5 May 2022 onwards. The expert could not record Craig's access to this document in the months preceding May 2022 because he was not given that data. This means that the expert could not substantiate whether it is true that Craig used this document daily.

767. Even based on the expert's own findings, it shows that Craig was accessing this file repeatedly and regularly during May 2022, before he had applied for a role at GSB.

768. Secondly, the Claimants assert that an email from Craig to Stuart Ritchie dated 16 January 2023, titled 'AUM Pipeline,' contained detailed and precise information about the AUM of various AES clients, down to the nearest £50,000 or £25,000. The Claimants assert it should be inferred that Craig obtained the information in the email from the client list he had taken from AES.

769. The cross-examination on the email began by referring to two tables in the email as Craig's target list. The first table listed clients both Craig and Stuart Ritchie were involved with, while the second table primarily included clients Craig worked with alone, with a few exceptions. The tables list the AUM of the clients. Craig confirmed that he had retained detailed information about the clients, including the fund providers they used, when he left AES. The cross-examiner suggested Craig had retained this information in a print of his pipeline document. Craig denied that.

770. The Claimants claim Craig "was bullish, claiming to have memorized such a large quantity of specific information", but submit it is more likely that he had not done so, but had taken it from his printed copy of Clients.xlsx or a similar source. When it was suggested to Craig, in effect, that the information was too extensive and specific for him to have remembered, Craig responded, "I could tell you right now - if you want to go through, I could tell you what providers they used at the time." Mr Reed KC replied that he "had resisted the temptation of testing people on their list and testing memory" but suggested that Craig knew the information because he had retained it in his pipeline document when he left AES. Craig answered, "No. That's a lie."

771. Thirdly, the Claimants state that Craig used confidential information regarding the investment strategies of former AES clients and compared AES's fees with GSB's lower fees to solicit AES's clients.

772. Mr Jones is referred to in the Reamended Particulars of Claim where the Claimants plead that the Former Employees took confidential information about the Claimants' charging structures, portfolios, and client reports for the Defendant's benefit. The Claimants assert that Craig Ritchie sent a proposal to Mr Jones, a former client, which included details of the Claimants' fees and mentioned, "your existing product fees are taken from your old AES report." The email also referred to fees and returns from Dimensional Fund Advisors, a provider with which the Claimants had an exclusive relationship in the Middle East Region. The Claimants allege that the Defendant used specific details of the Claimants' fee structures to persuade Mr Jones to switch to the Defendant.

773. Craig Ritchie answered these allegations in his first witness statement. Mr Jones became a client of GSB in early June 2023. Craig was his adviser. Mr Jones was a client of AES UK. Craig expected he had been in contact with Stuart, who was close to him. A meeting was scheduled for May 18, 2023. Craig expects Stuart to have told him his email address. Craig did not have a record of his email address, and he had not been messaging him. At the meeting they discussed Mr Jones's portfolio managed by AES. It was noted that no changes had been made to his portfolio, and his advice fee remained the same. On the same day, Craig sent an email to Mr Jones detailing the next steps, including a proposal to reduce his ongoing advice fee to 1%, potentially saving him about £2,000 annually. Craig requested Mr Jones's last annual review from AES. Mr Jones replied with his last AES annual review on the same day. Craig sent a proposal report to Mr Jones on 29 May 2023 with his recommendations. The report compared his current fees with those GSB could offer. A further call was arranged on 31 May 2023, and Mr Jones accepted the recommendation, initiating the process to change his adviser.

774. Craig Ritchie was not cross-examined on his evidence. I accept it. Craig Ritchie did not breach his confidentiality obligation as alleged.

775. The Claimants assert that on 27 April 2023, Craig Ritchie sent Mr Connan an email showing a comparison of AES's fees and the Defendant's fees. The Defendant submits that the platform fee and investment costs are the standard fees. Critically, the Defendant argues that the advice fee of 1.15% can only have been found out by Craig when he met with Mr and Mrs Connan in April 2023, because AES had only reduced their fee in September 2022. Craig then provided the Defendant's fees, which were lower than AES DIFC's.

776. Craig Ritchie was not cross-examined about the emails or the claim that he used confidential information about AES's fees. The Claimants have not proved Craig used confidential information about AES's fees in breach of his confidentiality covenant.

777. Fourthly, the Claimants state that Craig had knowledge of the platforms typically used by each client, which was also considered confidential information.

778. These two allegations boil down to the argument that Craig showed a knowledge of former AES clients' information, such as AUM and investment platforms used, that he could not have remembered and must have taken from the pipeline or other documents he took from AES.

779. Craig's explanations are plausible.

780. I find that the grounds or reasons advanced by the Claimants separately and collectively do not prove Craig took from AES a copy of the Clients.xlsx or pipeline documents or some other document which he used to the benefit of GSB.

Alleged taking of Client List by Yazmin Boden

781. On Sunday, 24 July 2022, the day before her resignation, Yazmin Boden's Huawei phone was connected to her work laptop for 40 minutes.

782. The Claimants assert the expert IT report says this was the only time she did so. That is not correct. The expert states that a phone was connected to the laptop that day, but he does not indicate that this was the only occasion it was connected to the laptop. When the expert’s instructions are read carefully, it becomes clear that he was not asked to and did not list all the times a phone was attached to the laptop; he only aimed to identify potential evidence relating to the possible removal of confidential information (as defined in his instructions) during the period from April to July 2022. Furthermore, the expert concluded that there was no evidence that confidential information had been copied to external media, and it was unlikely that copies could have been made without leaving identifiable traces.

783. Yazmin stated she was likely at home and used the laptop to charge her phone. When asked why she didn't use a mains charger, Yazmin responded that charging phones by plugging them into a work area was common. Yazmin was referred to an online resource that Huawei guidance advises against using a computer's USB port for charging due to insufficient current, which could lead to ineffective charging. Yazmin suggested it might have been a top-up charge. I place no weight on the reference to the Huawei guidance advice. It was not indicated that Yasmin was aware of it; I doubt many people are. It is a fairly common practice for people to charge their phones from their laptops.

784. On July 25, the day of her resignation, Yazmin's phone was again connected to her desktop in the office. She denied that the only times her phone was connected to the laptop or desktop were those identified by the expert, stating she regularly charged her phone at the office. As I have said, the expert did not say that was the only time her phone was connected to her desktop.

785. It was suggested that she may have downloaded a handover list onto her phone, which she denied. The allegation is speculation rooted in suspicion, not evidence of wrongdoing.

786. Further, the Claimants say Yazmin claimed in [9] of her First Witness Statement that she could remember the names of her clients. The Claimants argue that it is implausible for her to recall all 156 clients on her handover list, suggesting that she must have taken a backup of the information.

787. The Claimants’ submission is not a fair or accurate representation of Yazmin's witness statement. Yazmin claims she can “remember the names of good clients” and “can also roughly remember the AUM of AES clients” that she worked with, because she worked with them for years. She states that remembering such information is integral to being a trusted financial adviser.

788. In cross-examination, it may appear that Yazmin claimed to be able to remember the list of 156 names, but that was not my impression at the time. After rereading the transcript, I believe she was claiming to remember the details of the clients on the list. When Mr Reed KC suggested that she would have struggled to memorise or even remember the list, she responded, “I could tell you a lot more about the people on this list than even presented here.” Mr Reed KC did not accept that invitation. I conclude that Yazmin’s claims are not implausible.

789. None of the matters considered separately or collectively lead to the inference that Yazmin took a list of clients from AES and used it at GSB.

Assessment of alleged taking of confidential information by Former Employees

790. When the evidence is viewed in its entirety, it raises a suspicion that the Former Employees engaged in conduct that breached the Claimants' confidentiality obligations. However, mere suspicion, even if reasonable, is not sufficient to meet the balance of probabilities standard. The Court must be persuaded that the misconduct occurred.

791. Overall, while there is some circumstantial evidence suggesting that the Former Employees may have retained and used AES client information for GSB’s business, the evidence also provides explanations and denials from the Former Employees. The forensic IT report does not confirm the copying of confidential information, and the Former Employees offer plausible reasons for their actions and knowledge. Therefore, while there may be a basis for suspicion, I am not reasonably satisfied that the Former Employees retained documents containing the alleged confidential information and used them for GSB’s business.

Stuart Ritchie’s breach of director’s duties

792. The Claimants allege, among other things, that the Defendant intentionally induced Stuart Ritchie to breach his director's duties and conspired with Stuart and others to breach his director’s duties with the intent to cause loss to the Claimants.

793. Stuart was appointed a statutory director of AES UK in 2016 or 2017. Stuart said he was appointed as a company director on 12 June 2016 to help AES UK apply for corporate chartered status through the Chartered Insurance Institute, as he was the only employee holding the Chartered Financial Planner designation at that time, and he was officially promoted and announced as a company director effective from 12 November 2017.

794. Stuart states that he resigned as a director of AES UK in his letter dated 24 July 2022 to Mr Instone and Ms Miller.

795. Stuart’s position is stated in his subsequent letter of 2 November 2022 addressed to AES UK at its registered office in London. He stated he was resubmitting formal notice of his resignation as a director of AES UK effective from 24 July 2022, following his original resignation letter submitted on 25 July 2022 to AES UK's co-CEOS, and company secretary, which was formally accepted on 5 August 2022. He added that during his directorship, he held a non-executive role with minimal decision-making powers, evidenced by the appointments of two company directors on 5 September 2022, which occurred without his involvement or notice.

796. The Claimants plead that Stuart breached his director’s duties owed to AES UK under the Companies Act 2006 (UK), particularly s.172.

797. In summary, the Claimants plead that Stuart’s actions, including sharing confidential information, discussing employee defections, and planning to transfer clients to a competitor, led to breaches of his Director's Duties, including avoiding conflicts of interest, promoting company success, maintaining loyalty and good faith, and upholding confidentiality obligations.

798. I have considered and found that the Claimants have not proved that Stuart shared AES’s confidential information with the Defendant, including the assertions that Stuart provided screenshots containing confidential information to the Defendant in his emails of 14 November 2021, 15 November 2021 and 29 April 2022.

799. There is a second reason that the Claimants have not established that by disclosing to GSB the information in the emails, Stuart breached his director’s duties owed to AES UK. The data in the emails was AES’s data, it has not been shown that the data belonged to AES UK or that it was AES UK’s confidential information.

800. The Claimants submit that Stuart breached his director’s duties by having conversations with his team and the Defendant about the other Former Employees moving to GSB. The Claimants argued that Stuart acted as a recruiting sergeant.

801. The term recruiting sergeant exaggerates Stuart’s role in the Former Employees moving to GSB. It implies a level of enthusiasm and initiative that goes beyond merely providing information or support. It suggests a concerted effort to recruit the Former Employees, like a military recruiting sergeant might energetically enlist new soldiers. I accept the evidence of Mr De Santis Bo, Ms Boden, and Craig Ritchie that they made their own decisions to join GSB for their own reasons.

802. Nevertheless, Stuart Ritchie encouraged and facilitated the Former Employees’ move to GSB. He identified AES employees who might be interested in or suitable for roles with GSB. He helped coordinate the process by arranging for the Whatnalls to meet the Former Employees on 7 May 2022, sharing information about the Former Employees’ remuneration and expectations with the Whatnalls, and generally coordinating the move.

803. In engaging in that conduct, Stuart did not act in a way he considered in good faith would most likely promote AES UK’s success. He did not consider the harm to AES UK caused by AES employees who advised AES UK clients, subsequently leaving their employment, and the prospect that AES UK clients whom the employees had advised might follow them, resulting in a loss of business and harm to AES UK. He breached his director’s duties.

Alleged breaches of confidentiality covenants after Former Employees’ resignations

804. The Claimants allege that the Former Employees breached the confidentiality clauses in their employment contracts by using AES confidential information to induce AES clients to move their custom from AES to GSB.

805. The Claimants characterise the breaches in several ways, including the use of the client’s contact details, the client’s AUM, or the client’s AES fees. I will start by examining the alleged breaches related to the clients’ contact details, and then consider other categories of alleged breaches.

Alleged breaches of confidentiality by misuse of contact details

806. The Claimants allege that the Former Employees breached their confidentiality clauses by contacting 25 AES clients listed in Appendix B to their closing submissions using WhatsApp/phone numbers or LinkedIn connections.

807. The Claimants have not proved those allegations.

808. First, I have found that WhatsApp contacts and LinkedIn connections are not confidential information covered by the confidentiality clauses. Contacting an AES client via WhatsApp or LinkedIn does not constitute a breach of the confidentiality covenants.

809. Secondly, the Claimants’ list of breaches relies solely on the occurrence of a communication by a Former Employee via WhatsApp or LinkedIn. They fail to distinguish between contacts initiated by the Former Employee and those that are replies to or responses from the client. Even if a WhatsApp contact or LinkedIn connection involved confidential information, it does not constitute a breach of the confidentiality covenant for a Former Employee to reply to a WhatsApp message from a client. In this scenario, the Former Employee is not using the contact information from AES to reach out to the client; instead, they are contacting the client by responding to the client’s message.

Client AUM and fee structures

810. The Claimants allege the Former Employees breached their confidentiality clauses by using AES’s client information, principally AUM and fee structures, but also information from AES’s CRM, and Mr Woolnough’s QROPS, ATR, Quilter bond fees and investment information.

811. In their written closing submissions, the Claimants wrote:

812. That case is not established.

813. First, that is not how the Claimants ran their case.

814. The contention in their closing written submissions was the first time the Claimants had alleged that the Former Employees breached their confidentiality covenants by remembering confidential information and using it to benefit GSB. That was not part of the Claimants’ case before those submissions.

815. The Reamended Particulars of Claim allege that the Former Employees took confidential information in tangible (electronic) form, such as spreadsheets and client reports, and used that information for GSB to solicit clients and undercut AES’s offerings. There is no pleading that the Former Employees relied on memory. The claim appears to exclude that possibility by emphasising the existence and use of specific documents.

816. Mr Reed KC’s opening submission was that the Former Employees took AES’s confidential information in tangible form, not that they used information they acquired during their years of employment with AES and recalled⁵⁹. Mr Reed submitted that what makes information confidential is its nature not its form. He stated that there is a qualitative difference between “simply recalling former clients' names” and possessing a comprehensive client list, whether written, memorised, or stored digitally⁶⁰. Senior counsel stated that the Claimants’ case is that the Former Employees took client lists, not that they breached their confidentiality covenants by creating pipeline documents for their own use, which contained approximate AUMS of AES clients they recalled.⁶¹

817. In cross-examination, counsel suggested to the Former Employees that they must have taken lists because they could not have remembered the information. ⁶²

818. In his closing oral submissions, Mr Reed KC contended that the Former Employees physically took lists of confidential information. Mr Reed did not assert that the Former Employees breached their confidentiality clauses by recalling client information, such as AUM, portfolio structure, and adviser fees, and using the remembered information to create pipeline documents for their use. ⁶³

819. Secondly, and in any event, if it is open to the Claimants to rely on that case, I find that the confidentiality clause does not provide that it is a breach for the Former Employees to use information about client AUM, adviser fees, platforms or other portfolio information they recalled from the years of working with the clients and use that information to create pipeline documents for their own use.

820. To interpret the confidentiality clauses in that way would turn the confidentiality clause into a non-dealing clause. It goes beyond what is reasonably necessary to protect AES’s legitimate interests.

821. The Claimants allege that Craig Ritchie, Yazmin Boden, and Mauro De Santis Bo each breached their confidentiality clauses by creating pipeline documents that contained the approximate AUM of AES clients.

Craig Ritchie’s alleged breach of confidentiality covenant by creating pipeline document

822. Craig Ritchie created a pipeline document, which is in an email he sent to the other Former Employees on 16 January 2023,⁶⁴. It includes the following AES clients: Mr Watson, Mr Singleton, Mr Hall, Mr Jones, Ms Al Qubasi, Mr Woolnough, Mr Jeffrey, Mr Martin, Mr Gatenby Davies, and Mr Moore, along with their respective AUM.

823. Craig created a pipeline document at AES. It was an Excel spreadsheet he used to manage both new and existing client information and to report daily on meeting notes.

824. Craig Ritchie used the 16 January 2023 AUM pipeline to classify clients based on how easily they could be onboarded, considering their existing providers. The first table listed clients with whom he and Stuart had both worked, while the second primarily included clients he had handled, with occasional input from others like Mauro De Santis Bo. The second list also reflected those who had responded to his Christmas messages, serving as a proxy for engagement. This classification supported his strategy for identifying potential clients for onboarding to GSB. He compiled the tables from memory, drawing on past collaborations with Stuart. The first column in the tables represented his rough estimates of each client’s AUM in pounds, based on memory rather than records, and he noted that these figures were inaccurate; for instance, he recalled Mr Moore having £1.2 million in AUM, though the actual figure was closer to £900,000.

825. Craig Ritchie did not create his pipeline document from tangible information in electronic or printed form that he had taken from AES. Nor did he deliberately memorise AES client information and reproduce it in his pipeline document. He created his pipeline document from relevant information including what he recalled from his years working with clients at AES.

Ms Boden’s alleged breach of confidentiality covenant by creating an updated breakdown document

826. Yazmin Boden sent an email to the other Former Employees on 13 January 2023, which contained what she described as an updated breakdown. The Claimants call it her pipeline document. It includes the following AES clients: Malcolm Mendey, Pam Watson, John and Pamela Kemp and states their AUM.

827. Yazmin Boden created her email of 13 January 2023 to produce a forecast of the clients she thought would join GSB. She drafted this forecast from memory, listing the clients to whom she was close, and included figures for AUM as round numbers, based on her recollection and not on any records taken from AES. The purpose of this email was to provide an estimate of potential client transitions to GSB, reflecting her personal connections and knowledge of the clients’ wealth.

828. Ms Boden did not create her updated breakdown document from tangible information in electronic or printed form that she had taken from AES. Nor did she deliberately memorise AES client information and reproduce it in her updated breakdown document. She created the document from relevant information including what she recalled from her years working with clients at AES.

Mr De Santis Bo’s alleged breach of confidentiality covenant by creating a targets document

829. Mauro De Santis Bo sent an email to the other Former Employees on 12 January 2023, entitled “re First Year Targets.” The Claimants refer to it as his target list. It includes the following AES clients: Mr Divo, Mr Purcell, and Mr Gonzalez, and states their AUM.

830. In his first witness statement, Mauro De Santis Bo stated that on 12 January 2023, he emailed Yazmin, Stuart, and Craig with his first-year targets, including a table listing 26 clients and estimated AUM figures based on memory. This was not a comprehensive list—only clients with whom he had strong relationships and could recall. Some AUM figures were rough estimates, while others were more precise, depending on the accuracy of his recollection. However, all figures were outdated due to market fluctuations and client activity. For this reason, he requested updated valuations directly from clients. Of the clients listed, 12 eventually joined GSB, and in every case, the actual AUM at onboarding differed significantly from the original estimates. No records from AES were used—the list was compiled entirely from memory.

831. The only other testimonial evidence is in cross-examination, where Mr Reed KC suggested to Mr De Santis Bo that it was implausible for him to remember Mr Divo’s AUM because the market was volatile, and the numbers had changed substantially since Mr De Santis Bo drew up his handover list. I do not accept that argument.

832. Mr De Santis Bo did not create his targets document from tangible information in electronic or printed form that he had taken from AES. Nor did he deliberately memorise AES client information and reproduce it in his targets document. He created the document from relevant information including what he recalled from his years working with clients at AES.

Former Employees’ alleged breach of confidentiality covenant by using fee structure information

833. The Claimants assert the Former Employees breached their confidentiality covenants by using information comprising AES’s fee structure.

834. Craig Ritchie sent an email to Mr Hall on March 1, 2023, stating that the face structure at GSB is lower than what he could previously offer.

835. The Claimants allege that Craig Ritchie breached his confidentiality covenant by using fee information from an AES report to Mr Jones.

836. In his first witness statement, Craig Ritchie stated he spoke with Mr Jones on 18 May 2023, during which Craig asked Mr Jones to send his last annual review from AES to confirm the AJ Bell product fees he was paying, as Craig did not know them. Mr Jones replied on the same day, attaching his last AES annual review. Craig did not breach any confidentiality covenant.

837. The Claimants allege that Yazmin Boden breached her confidentiality application by sending an email to Mr Mendey on 7 March 2023 with a table of AES’s fees.

838. In her First Witness Statement, Yazmin Boden mentions sending a fee comparison to Mr Mendey. She states that she sent Mr Mendey a follow-up email on 7 March 2023, which included a comparison of the fees he was paying with AES and the fees charged by GSB. She states that she knew the AES fees because Mr Mendey was a small client and was on a 1.25% fee, which she remembered. The AJ Bell fee she referred to is publicly available, and she remembered that he was in the passive portfolio instead of Dimensional Funds, which are double the cost. Ms Boden did not breach any confidentiality covenant.

839. The Claimants allege that Craig Ritchie breached his confidentiality covenant by using AES fee information in a proposal to Mr Woolnough.

840. In his second witness statement, Craig Ritchie states that he asked paraplanners to draft a report for Mr Woolnough on 15 May 2023. The draft report did not include fees because the information was unavailable. Craig sent Mr Woolnough the proposal report on 23 May 2023, indicating that the trustee cost was calculated based on publicly available information, but the platform cost was unknown due to the bespoke nature of Quilter's charging. The portfolio cost assumed investment in a balanced portfolio with Dimensional. In cross-examination, Craig explained that they prepared the report by making assumptions about QROPS. The Claimants have not proved any breach of confidentiality.

841. The Former Employees did not disclose or use AES fee structure information in breach of the confidentiality covenants.

Alleged misuse of WhatsApp contacts and LinkedIn connections

Alleged misuse by Stuart Ritchie

842. Stuart Ritchie retained both WhatsApp numbers and LinkedIn connections with AES clients after leaving the company. He continued to use WhatsApp to communicate with clients, as evidenced by his interactions with individuals such as Alberto Pamias Romero and Keith Mustard. Stuart mentioned having around 40 names on his WhatsApp list, indicating that he retained these contacts after he departed from AES.

843. Stuart stated that he did not delete my LinkedIn connections, as he does not regard them as AES's confidential information, and he did not believe he was under any contractual obligation to do so. He did not delete phone numbers from his phone; he felt he was not obliged to delete those numbers. He did not think his contract with AES required him to delete phone numbers from his personal phone, and he mentioned it would have been very strange for him to do so. He had developed strong personal connections with many of my clients.

Alleged misuse Mauro de Santis Bo

844. Mauro retained both WhatsApp numbers and LinkedIn connections with AES clients after leaving the company. He used WhatsApp to communicate with several clients, including: Mr Sawle, Mr Riggien-Playdon, Mr Perez Botti, Mr Beechcroft-Kay, and Mr Chan. Mauro confirmed that he had saved the phone numbers of some clients on his personal phone while at AES and did not delete them after his departure, as he did not consider them to be AES's confidential information. A lot of his clients were friends. Some of them he became good friends with after they became his clients. He left phone numbers on his phone. He did not consider them to be AES's confidential information. They were all phone numbers that these people had provided to him. He did not take them from AES systems or AES sources. He never thought that he needed to delete phone numbers of people that he had built relationships with. No one told him that phone numbers of clients were AES's confidential information.

845. Mr De Santis Bo believes AES had no right to demand the deletion of connections from this public forum, as LinkedIn connections indicate personal relationships. He explained that he had clients' phone numbers saved on his personal phone and openly shared his number with clients who wanted to keep in touch. He did not delete numbers of people he was close with, as he expected some would want to maintain contact. He did not regard phone numbers as AES's confidential information and was not instructed by AES to delete them. He also mentions that even if he deleted phone numbers, he could easily reconnect with clients through the internet.

Alleged misuse by Craig Ritchie

846. Craig retained WhatsApp and LinkedIn connections with clients from AES after leaving. He used WhatsApp to communicate with clients like Mr Woodhouse, Mr Holmes, Mr Decoste, and Mr Rozmaryniewicz and maintained LinkedIn connections with clients such as Ms Walsh, Mr Hall, Mr Fawcett, Mr Holmes, and Mr Decoste. While there is no direct evidence that he retained contacts of all his clients from AES, it can be inferred that he kept most, if not all, of them.

847. Craig stated that his LinkedIn account is personal and was not used to build a client base for AES, there was no contractual obligation to delete LinkedIn connections upon leaving, and he never discussed deleting these connections with anyone at AES. He believes that AES had no right to demand the deletion of connections from this public forum, as LinkedIn connections indicate personal relationships. Craig explained that he had clients' phone numbers saved on his personal phone and openly shared his number with clients who wanted to keep in touch. He did not delete the numbers of people he was close with, as he expected some would want to maintain contact. He did not regard phone numbers as AES's confidential information and was not instructed by AES to delete them. He also mentioned that even if he deleted phone numbers, he could easily reconnect with clients through the internet.

Alleged misuse by Yazmin Boden

848. Yazmin retained WhatsApp contacts with clients from AES after leaving. She had saved some clients' phone numbers on her personal phone due to prior communications; she did not delete these numbers when she left, as she did not consider them to be confidential information belonging to AES. Moreover, she did not remove her LinkedIn connections, viewing them as personal rather than confidential information of AES. She stated that LinkedIn connections are public, and she never regarded them as proprietary to AES. While she did not deliberately memorise client information, she retained it due to long-term relationships. She did not transfer any contact details to her phone or LinkedIn but chose not to delete them, a decision made independently without any involvement from GSB.

Use of WhatsApp and LinkedIn connections not a breach of confidentiality covenants

849. The Claimants argue that customer contact data retained by the Former Employees - their phone numbers (or WhatsApp contacts) and LinkedIn connections, are confidential information, though not a trade secret and therefore capable of protection after the termination of the Former Employees' employment by the express confidentiality covenant in the Former Employees Employment Contracts.

850. I have considered this issue earlier in these reasons. The Claimants have not proved that WhatsApp contacts and LinkedIn connections stored on the Former Employees' personal phones were treated as or intended to be confidential information during their employment. These contacts do not fall within the scope of the confidentiality clauses in the employment contracts.

851. The Claimants have not proved that the Former Employees misused WhatsApp contacts and LinkedIn connections in breach of their confidentiality covenants.

Assessment of the Defendant’s knowledge and use of confidential information

852. There is no direct evidence that the Defendant by Ross and Alison Whatnall knew that the Former Employees had knowledge of or used the AUM or other AES client information during their employment with the Defendant.

853. In his witness statements, Ross Whatnall consistently denies any knowledge or use of AES’s confidential information, including AUM data, by GSB or its employees. He describes the steps taken to ensure compliance with a court order, such as conducting searches of emails and SharePoint, and interviewing the Former Employees to confirm they had not used or disclosed AES’s confidential information. Mr Whatnall asserts that GSB does not possess any confidential information from AES and that the Former Employees have not transferred any such information to GSB’s systems. There is no admission or evidence in his statements that Mr Whatnall knew the Former Employees used or had knowledge of AES clients’ AUM.

854. In cross-examination, Ross Whatnall admitted that Alison Whatnall had asked the Former Employees to provide client information by completing the load files. He was not aware of it at the time and says that it was naive of Alison to ask.

855. Otherwise, the Defendant did not request that the Former Employees provide any AES client details. In cross-examination, Ross Whatnall confirmed that he never asked the Former Employees for any AES client details.

856. In Alison Whatnall's witness statements, she does not provide any evidence or acknowledgment that she knew the Former Employees at GSB used or were aware of the AUM of specific named AES clients. She repeatedly denies any intention or action to solicit AES's clients or use their confidential information. Ms Whatnall asserts that GSB's recruitment of the Former Employees was based on their compatibility with GSB's values, rather than their ability to bring clients from AES.

857. Alison Whatnall instructed her team to send load files to Stuart Ritchie, which included detailed client data for onboarding clients to GSB. This data included client names, investment portfolios, and risk profiles, which are specific to individual clients rather than aggregate figures. Despite stating that she was not aware of the specific obligations of the Former Employees at the time of the request, Alison Whatnall admitted to instructing the transfer of detailed client information. However, the information was not provided and not received by GSB.

858. In discussions with Stuart Ritchie, Alison Whatnall referred to the movement of specific clients from AES to GSB, indicating awareness of individual client transfers, but there is no evidence that she knew the Former Employees possessed or used the AUM or other information of specific AES clients.

859. The Claimants have not proved that the Defendant knew that, after the Former Employees began employment with GSB, they possessed or used AUM or other information of specific AES clients.

Unlawful conspiracy claim

Elements of the cause of action

860. Article 36 of the Law of Obligations provides:

861. The elements of the cause of action are:

Unlawful acts

862. The Claimants begin their analysis by submitting that the Former Employees performed unlawful acts. The unlawful acts relied on by the Claimants are:

Alleged breaches of non-solicitation covenants

863. I have found that Ms Boden breached the non-solicitation covenant in her employment contract by attempting to solicit Mr Robson’s custom on 5 January 2024.

864. The Claimants have not proved any other breaches of non-solicitation covenants by the Former Employees.

Alleged beaches of confidence

865. I have found that the Former Employees did not breach any enforceable contractual obligation of confidence.

Alleged breach of director’s duties by Stuart Ritchie

866. The Claimants’ case is that the unlawful act under Article 36 may be an act that is unlawful under the statutory law of a foreign jurisdiction, in this case the UK, and that the breach of a provision of the statute, here the Companies Act 2006 (UK), confers a right of action within the meaning of Article 36(2). As the Defendant did not argue to the contrary, I will assume that is correct, without deciding that it is.

867. I have found that Stuart Ritchie breached his director's duties owed to AES UK by encouraging and facilitating the Former Employees' move to GSB.

868. I have found that the Claimants have not otherwise proved that Stuart Ritchie breached any obligations owed to any of the Claimants.

No agreement to do unlawful acts

869. Ross Whatnall consistently denied any agreement with Stuart Ritchie or the Former Employees to take or misuse confidential information from AES or to breach their non-solicitation covenants or any other legal obligation to AES.

870. In his witness statements, Mr Whatnall asserts that GSB did not possess or seek any confidential information from AES and had no interest in receiving such information. He emphasises that GSB did not encourage any AES employees to breach their obligations and did not devise any scheme with the Former Employees to solicit AES’s clients or take confidential information. He states that he actively encouraged the Former Employees to act properly and in accordance with their obligations to AES, highlighting that the last thing he wanted was for anyone to breach their legal obligations, as it would put GSB at risk.

871. Mr Whatnall further asserts that GSB did not use any confidential information to solicit AES’s clients and that any dealings with former clients occurred only when the clients approached the Former Employees, not through solicitation.

872. During cross-examination, Mr Whatnall reiterated that he was not aware of any restrictions the Former Employees had with AES until he received legal letters on 11 August 2022. He believed that Stuart Ritchie and the Former Employees acted with integrity and did not breach their obligations. He also confirmed that GSB had not sought nor received any confidential information belonging to AES.

873. I have found that Mr Whatnall ought to have known after 29 April 2022 that Stuart Ritchie owed some duties of confidentiality to AES. However, I find that he believed the Former Employees had not breached any obligation of confidence owed to AES, and he encouraged them to observe their obligations to AES.

874. In her first witness statement, Alison Whatnall explicitly denies any agreement with Stuart Ritchie or the Former Employees to take confidential information from AES or to breach their non-solicitation covenants. She asserts that no scheme was devised to move AES’s clients to GSB and emphasises that GSB did not want the Former Employees to breach their obligations. She states that GSB took legal advice to ensure compliance with these obligations and categorically denies any desire for the Former Employees to provide GSB with AES’s confidential information or to breach their non-solicitation covenants.

875. During cross-examination, she admitted to instructing her team to send load files to Stuart Ritchie to compile client data, which she acknowledged could be considered confidential information, but states she was not aware of Stuart’s obligations when making the request. She asserts that she would be shocked if it were to transpire that the Former Employees took confidential information from AES or breached their non-solicitation covenants, and states that she did not intend to put Stuart Ritchie at risk of breaching his terms with AES.

876. Ross and Alison Whatnall provided convincing evidence that they did not agree with the Former Employees that they would breach their non-solicitation, confidentiality, or any other legal obligations to AES.

877. In his first witness statement, Stuart Ritchie asserts that he did not discuss taking confidential information from AES with Ross and Alison Whatnall, nor did they ask or encourage him to do so. He also stated that he did not breach any confidentiality obligations when discussing his credentials and client base with GSB. Stuart Ritchie acknowledged his non-solicitation obligations and stated that Mr Whatnall and GSB did not want him to breach his obligations to AES. He also denied devising any scheme with GSB to solicit AES’s clients or transfer contact details to personal devices.

878. In cross-examination, Stuart Ritchie admitted he provided screenshots of AES financial data to GSB. I have found that the Claimants have not established that the information in the emails was confidential. Even if, contrary to my finding, the information in the email is confidential, there is no evidence that Mr or Ms Whatnall asked or encouraged Stuart to provide the data.

879. Stuart Ritchie discussed with Ross Whatnall the potential for his team to move to GSB, indicating an intention to bring over clients and team members from AES. Still, there was no discussion about providing confidential information or breaching non-solicitation covenants. Ross Whatnall states, in effect, that he expected clients would choose to follow Stuart, as they were entitled to do. The evidence does not prove that Ross Whatnall asked, encouraged, or acquiesced to Stuart bringing clients by using confidential AES information or breaching non-solicitation covenants.

880. Emails from November 2021 and April 2022 show Stuart explored the possibility of his team joining GSB, including conversations with the Whatnalls about what they could bring to GSB. However, the discussions remained exploratory, with no agreement or common plan between Stuart Ritchie and the Whatnalls. Stuart communicated with the Whatnalls about his team members joining GSB. Later Stuart coordinated with the other Former Employees their resignation from AES. Neither Ross nor Alison Whatnall were involved in the coordination of the Former Employees’ resignations. That was a matter between them.

881. Ross and Alison Whatnall did not initiate Stuart’s team to move to GSB. The Whatnalls knew that Stuart Ritchie communicated with the other Former Employees about joining GSB, but they did not know or have reason to know that Stuart was a company director of AES UK or even the existence of AES UK. The Whatnalls did not agree, encourage or acquiesce in Stuart breaching his company director’s duties.

882. Mauro De Santis Bo denies any agreement with Ross or Alison Whatnall, GSB, Stuart Ritchie, Yazmin Boden, or Craig Ritchie regarding the taking of confidential information or breaching non-solicitation covenants. He states that no scheme was devised to move clients from AES to GSB, and that Ross and Alison Whatnall did not ask him to breach his obligations to AES. He emphasises that any conversations with his colleagues, Ross Whatnall and Alison Whatnall, were about complying with obligations to AES and ensuring everything was done properly.

883. In her first witness statement, Yazmin Boden denied any coordinated effort with GSB or its representatives to breach her obligations to AES. During cross-examination, she consistently denied any agreement or coordinated effort with GSB or its representatives to breach her legal obligations to AES.

884. In his first witness statement, Craig Ritchie denied any agreement with others to breach obligations. He stated that no scheme was devised with GSB to solicit AES's clients and that he did not discuss taking clients or confidential information with Ross or Alison Whatnall. In his second witness statement, Craig Ritchie repeated those denials and added that GSB did not want them to breach their restrictive covenants and that there was no scheme to move AES's clients to GSB.

885. In cross-examination, he denied having a coordinated plan with others to breach obligations and stated that he did not provide client information to GSB.

886. The Claimants’ case is based on inexact proofs, ambiguous testimony, and indirect inferences. The Claimants ask the Court to infer an agreement to breach the Former Employees' legal obligations to AES, based on subjective interpretations of communications and speculative inferences about causal connections derived from the sequence of events.

887. The Claimants submit that the agreement or common design between GSB and the Former Employees to harm AES is to be inferred from “the shared initiative”, initially between Ross Whatnall and Stuart Ritchie, to “transfer the Former Employees and their AES clients to GSB”.

888. While "shared initiative" can describe collaboration, the phrase must not distract from the necessity for the Claimants to prove intentional agreement or a common design between the Defendant and Stuart Ritchie or the Former Employees to injure AES.

889. The Claimants identify three key milestones or parts of GSB’s and the Former Employees’ combination, agreement, or common design.

890. First, they assert that in November 2021, discussions began between Stuart Ritchie and Ross Whatnall regarding the potential move of Stuart's team to GSB. Mr Whatnall understood that Stuart intended to bring AES's clients to GSB and encouraged Stuart to bring all valuable clients to GSB. Stuart admitted that he wanted to bring the other Former Employees with him to facilitate the transfer of clients, particularly those in the top AUM tiers. Ross Whatnall confirmed that discussions about moving Stuart's team began from the start.

891. The Claimants cite a part of the cross-examination of Ross Whatnall⁶⁵ to support the assertion of the “shared initiative” to “transfer the Former Employees and their AES clients to GSB”.

892. The cross-examination does not support the assertion. To the contrary, Ross Whatnall:

893. The Claimants cite a further part of Ross Whatnall’s cross-examination⁶⁶ to support the assertion that the shared initiative was to transfer and misuse AES’s confidential information.

894. The cross-examination does not support that assertion. Ross Whatnall acknowledged that Alison naively caused GSB to ask Stuart to complete the load files, and the information requested was confidential to AES and its clients. He states that he was unaware of the file until it came up during the proceedings and that the load file was never completed. He denied asking the Former Employees for any client details and denied that clients transferring to GSB was contingent on misusing confidential information.

895. The evidence establishes that in November 2021, Ross Whatnall and Stuart Ritchie discussed the possibility of Stuart and his team moving to GSB. Stuart referred to the AUM and clients he and his team managed, without any request from Mr Whatnall. There was no agreement, let alone an agreement to commit unlawful acts against AES.

896. The Claimants argue that the Former Employees joined the conspiracy sometime between November 2021 and March 2022. That argument is based on assertions and assumptions.

897. The Claimants assert that the Former Employees did not deny their intention to transfer former AES clients to GSB. This assertion is based on two answers in cross-examination that do not support it. First, Mauro De Santis Bo was asked about contact with Mr Chan in February 2023. He stated she had approached and actively pursued him to transfer her portfolio to GSB. Mr Reed KC suggested Mauro was focusing at this time on his larger prospects with higher AUM. Mauro answered, “That’s not true. I was speaking with people that I was close to, and I have strong connections with them.”

898. The second evidence referenced by the Claimants is when Mr Reed KC questioned Ms Boden about the alleged 8 August 2022 meeting. Mr Reed asked if it was true that she had discussed how many clients she could onboard over the next few years. She answered, “Yes. We discussed what the future might look like.”

899. Mr Reed KC questioned Ross Whatnall about Stuart Ritchie’s email of 29 April 2022, where he said that his team was currently looking after £230M, that he was looking at moving himself and three of his team, that he would look at introductions the following week, and he believed they will be looking at managing around £150M AUM within 12 months from a current total of ideal fit clients of £170M.

900. The Claimants assert that the cross-examination shows Ross Whatnall was aware that at least some of the clients being onboarded by the Former Employees shortly after they started working for GSB came from AES. It does not. The email referred to was when Stuart Ritchie and Ross Whatnall were discussing Stuart's move to GSB; obviously, no AES clients had been onboarded to GSB. Ross indicated that he was aware of Stuart’s aspirations and expectations regarding client onboarding from AES. There is no indication that Ross believed Stuart would move clients to GSB in breach of his obligations to AES.

901. In the other cross-examination referred to, Ross Whatnall stated that he assumed Stuart would attempt to solicit those former AES clients once his non-solicitation period expired, as he already had established relationships with them.

902. The Claimants submit that the documentary evidence suggests that the Former Employees shared a common design to transfer clients to GSB by February or March 2022. I am not persuaded that is based on more than subjective interpretations of communications that are open to alternative explanations.

903. The Claimants say the third part of the common design involved the misuse of AES's confidential information. They submit that in November 2021, Stuart shared confidential information with GSB, and Ross Whatnall encouraged him to send more. Mr Whatnall did not.

904. The Claimants assert that by June 2022, Stuart had a "finalisation" meeting with the Whatnalls, after which GSB employees were instructed to provide onboarding processes and client data import files. Stuart did not object to these requests, indicating prior agreement.

905. I agree with Ross Whatnall’s assessment of Alison’s request to complete the load files as naïve. She mistakenly thought, perhaps with little consideration, that Stuart was entitled to provide the information. However, Stuart did not provide it. Ross did not ask Stuart to supply any AES client information. They did not agree that he would disclose confidential information contrary to his confidentiality obligations.

906. The Claimants assert that the Former Employees' actions, such as accessing AES's computer systems and compiling target lists of former AES clients, suggest that they were part of a common design regarding the misuse of confidential information.

907. I have found that it did not happen.

908. The Claimants have not established such a case. There is no concrete evidence that Ross or Alison Whatnall agreed with the Former Employees to move AES clients to GSB in breach of their legal obligations to AES.

909. The parties reviewed thousands of pages of documents, which have yielded no concrete evidence of the alleged conspiracy. Given the unguarded ways in which Mr and Ms Whatnall, Stuart Ritchie, Mr De Santis Bo, Ms Boden, and Craig Ritchie expressed themselves in messages and emails, if there was an agreement that they would breach their non-solicitation periods or confidentiality obligations, I would expect to see evidence of it in an email or message.

910. The claim of a conspiracy to harm the Claimants through the Former Employees' breach of obligations is unsupported by the evidence.

911. Ross and Alison Whatnall’s evidence that they did not agree with Stuart Ritchie and the Former Employees to move clients to GSB in breach of the Former Employees’ legal obligations and urged the Former Employees to comply with their obligations to AES was convincing. I accept their evidence.

912. I have found the Defendant and the Former Employees:

913. Therefore, the Claimants’ claim for relief based on unlawful conspiracy must be dismissed.

914. However, I will consider the other elements of the unlawful conspiracy claim in a summary manner, in case the matter should go to appeal.

Intention to cause harm

915. I have found that the Former Employees and GSB did not share a common design to execute the alleged unlawful acts. It is a necessary consequence that they did not conspire to commit an unlawful act intending to cause loss to the Claimants.

916. If the Former Employees and GSB had formed a common design to carry out the alleged unlawful acts, it would necessarily follow that the conspirators intended to injure AES by those unlawful acts.

Right of action

917. The Defendant submits that Article 36(2) requires that for a party to maintain a claim in conspiracy, “the claimant…would have a right of action” as a result of any one co-conspirator performing the act. The Defendant asserts that regarding the claims for inducing a breach of obligation, there is no pleaded underlying cause of action that AES DIFC and AES UK could bring.

918. The Defendant submits that the argument applies equally to conspiracy, the claims by AES DIFC and AES UK are misconceived, and must be dismissed.

919. I agree that AES DIFC has no right of action against the Defendant, and therefore its claim for relief for unlawful conspiracy must be dismissed for that reason as well.

920. I find that AES UK has a right of action against Stuart Ritchie for breach of directors’ duties because the parties argued the case on the basis that a breach of s.172 or other provisions of the Companies Act 2006 (UK) is unlawful and gives rise to a right under Article 36.

Loss

921. I infer that if the Defendant conspired with the Former Employees to injure the Claimants, as alleged, their unlawful acts caused each of the Claimants to suffer losses due to a decline in revenue from clients who left because of the conspirators’ actions.

922. That is sufficient to establish the loss element of the cause of action. I will make some observations below about the quantum of that loss.

Inducing breach of a legal obligation claim

Elements of cause of action

923. Article 32 of the Law of Obligations 2005 provides:

924. The elements of the cause of action are:

The pleaded breaches of obligations

925. In their Reamended Particulars of Claim, the Claimants allege that the Defendant induced the Former Employees to breach several legal obligations as follows.

926. Confidentiality obligations: The Former Employees were bound by contractual obligations not to disclose or use the Claimants' confidential information during or after their employment, except as necessary for their employment duties. This prohibits unauthorised copying, saving, printing, and releasing of confidential information.

927. The Claimants allege that the Defendant induced the Former Employees to breach their confidentiality obligations by using the Claimants’ confidential information to solicit the Claimants’ clients. This included the use of client lists and other confidential data to facilitate the transfer of clients to the Defendant.

928. Restrictive Covenants: The Former Employees were subject to contractual non-solicitation covenants for six months following their termination, which prohibited them from soliciting or attempting to solicit the Claimants’ clients.

929. The Claimants allege the Former Employees solicited the Claimants’ clients during the Former Employees’ non-solicitation period, thereby inducing breaches of these covenants. The Claimants allege the Defendant facilitated meetings and communications with the Claimants’ clients, using personal email addresses and other means to disguise the breaches.

930. Director duties: The Claimants plead that Stuart Ritchie, as a director of AES UK, had duties to avoid conflicts of interest, promote the success of AES UK, and maintain a fiduciary duty of confidence with respect to the company’s information.

931. The Claimants allege the Defendant conspired with Stuart Ritchie to breach his director duties by enticing him to provide confidential information and client contacts, and by offering him a shareholding in the Defendant if he successfully moved his team and clients to the Defendant.

932. The Claimants further allege that the Defendant’s actions were intentional and aimed at gaining a business advantage over the Claimants by poaching their employees and clients, and by using the stolen confidential information to solicit business from the Claimants’ clients.

933. I have found that the only legal obligations breached by the Former Employees are from:

934. It is unnecessary to consider whether the Defendant induced the Former Employees to breach their obligations to the Claimants beyond those breaches. Nevertheless, I will briefly set out my findings in relation to the elements of this cause of action.

Claims against AES DIFC and AES UK

935. For liability under Article 32 of the Law of Obligations, the third party must have breached a legal obligation owed to the claimant.

936. AES DIFC and AES UK must demonstrate that the Former Employees owed them legal obligations, which the Former Employees breached.

937. The Claimants have not pleaded how alleged breaches of their non-solicitation or confidentiality covenants by the Former Employees were relevant to legal obligations owed to AES DIFC or AES UK.

938. Each Former Employee entered an employment contract with AES.

939. AES DIFC and AES UK are not contracting parties, and the Former Employees owe no contractual obligations to them.

940. The non-solicitation provisions reference AES and other Group Companies, but do not establish a legal relationship between the Former Employees and AES DIFC or AES UK giving rise to a legal obligation owed to AES DIFC and AES UK.

941. No pleaded basis exists for any relationship between the Former Employees and AES DIFC or AES UK that would impose duties on the Former Employees.

942. UAE statutory provisions do not assist AES DIFC or AES UK, as they relate to employment contracts and do not confer rights on third parties. The UAE Employment Law requires regulation by an employment contract and does not confer rights on non-contracting parties.

943. Articles 434 of the Penal Code and Article 37 of the Law of Obligations do not impose relevant obligations on the Former Employees to AES DIFC or AES UK.

944. There is no legal or factual basis for asserting any legal obligation owed to AES DIFC by Stuart Ritchie, Mauro De Santis Bo, Yazmin Boden, or Craig Ritchie.

945. There is no basis for asserting any legal obligations owed to AES UK, except for those owed by Stuart Ritchie as a director.

946. There is no basis for asserting statutory obligations owed to AES UK under the various legal codes referred to at trial.

947. The Defendant's liability is secondary, and without primary liability on the part of the Former Employees, AES DIFC and AES UK's claims fail.

948. I will now consider the elements of the cause of action in relation to each of the alleged primary breaches, the breaches by the Former Employees of the non-solicitation covenants and the confidentiality provisions and the contractual and director’s duties breaches by Stuart Ritchie.

Assessment of alleged inducement to breach non-solicitation covenants

949. The only breach of the Former Employees’ non-solicitation covenants was Yazmin Boden's violation of the non-solicitation covenant in her employment contract by attempting to solicit Mr Robson's custom on 5 January 2024.

950. There is no evidence that AES suffered a loss as a result of that breach. Mr Robson remained a client of AES. Nor is there direct evidence that GSB induced that breach or knew Ms Boden approached Mr Robson.

951. However, I will consider the elements of the Claimants’ claim to assist the appeal court if the case goes on appeal.

952. GSB had sufficient knowledge of the Former Employees’ non-solicitation covenants from at least 11 August 2022, before the commencement of the Former Employees’ non-solicitation periods. The crucial questions are whether GSB, as established by Ross and Alison Whatnall, induced the Former Employees to breach the non-solicitation covenants in their employment contracts and knew that they were inducing those breaches, and whether they intended to procure those breaches.

953. The Whatnalls and GSB did not induce the Former Employees to breach their non-solicitation covenants; instead, they consistently advised the Former Employees to adhere to them.

954. GSB sent letters to Yazmin Boden and Craig Ritchie on 1 September 2022, reminding them not to breach their contractual obligations to AES. However, Stuart Ritchie and Mauro De Santis Bo did not receive such letters due to a mistake.

955. In August 2022, Mr Instone proposed further post-termination restrictions, including a 12-month non-solicitation period, which Ross Whatnall supported if Stuart Ritchie agreed.

956. The Claimants allege inducement based on the financial terms offered to the Former Employees and a supposed plan to transfer AES's clients to GSB; however, the evidence does not substantiate these claims.

957. The Former Employees were offered a basic salary and a discretionary bonus, consistent with the terms of their previous employment. GSB did not offer them remuneration based on a 70% fee-generating model.

958. Stuart Ritchie received a very modest shareholding upon joining GSB, which was not contingent on bringing clients; thus, it was not an inducement to breach obligations.

959. Offering better salaries is not unusual and does not imply inducement to breach non-solicitation obligations.

960. The alleged plan to move AES's clients and reach £150 million in AUM is based on an email from Stuart Ritchie to Ross Whatnall, which outlines Stuart's hopes and expectations, rather than an agreed-upon plan.

961. Ross Whatnall was aware of Stuart Ritchie's contact with clients during the non-solicitation period; however, the Former Employees were not prohibited from such contact. The non-solicitation clauses were not non-dealing clauses.

962. On 22 February 2023, Stuart Ritchie sent Ross Whatnall a screenshot of WhatsApp messages with a former client who initiated contact. Stuart Ritchie provided an update and asked, "I hope everything has been okay from an AES perspective?" Stuart Ritchie also shared a screenshot of 17 clients in the new business pipeline, noting that "very few are ex-AES." Stuart Ritchie wrote, "Starting to come together and once we start reaching out," to which Ross Whatnall replied, "may the flood gates open!" The exchange indicates that the Former Employees were not yet reaching out to AES clients due to their non-solicitation periods. Ross Whatnall was informed that few of the Former Employees' prospects were AES clients. Given Ross Whatnall's discussions with the Former Employees about their non-solicitation covenants, these exchanges cannot be seen as encouragement to breach their non-solicitation covenants.

963. The Claimants must prove that GSB by Ross Whatnall knew that he was inducing a breach of contract and intended to procure such breach. Ross Whatnall actively instructed the Former Employees not to breach their non-solicitation obligations. That is inconsistent with knowing or intending to induce a breach of obligation.

964. I accept the evidence of Ross Whatnall, Alison Whatnall, and the Former Employees that Ross Whatnall instructed them not to breach their non-solicitation obligations and to honour their obligations to AES.

965. The Defendant did not know the Former Employees breached their non-solicitation covenants.

966. The Defendant did not induce the Former Employees to breach their non-solicitation covenants.

Assessment of alleged inducement to breach confidentiality obligations

967. I have found that the Claimants have not proved any breaches of the Former Employees’ confidentiality obligations. It is unnecessary to consider the claim of inducing breaches of the Former Employees’ confidentiality obligations further. However, I will consider the elements of the Claimants’ claim to assist the appeal court if the case goes on appeal.

968. GSB accepts that Ross Whatnall was aware that the Former Employees were subject to confidentiality obligations after 11 August 2022.

969. I have found that Ross Whatnall knew or ought to have known that the Former Employees were salaried employees of AES by 29 April 2022. Ross Whatnall does not appear to have considered the implications of that status, but he must have known from 29 April 2022 that Stuart Ritchie and the other Former Employees owed some confidentiality obligations to AES.

970. The crucial question is whether GSB by Ross and Alison Whatnall induced the Former Employees to breach their confidentiality obligations owed to AES after April 2022.

971. The testimony of Ross Whatnall, Alison Whatnall, Stuart Ritchie, Mr De Santis Bo, Ms Boden, and Craig Ritchie is that Mr and Mrs Whatnall did not ask the Former Employees to take client information from AES; on the contrary, they consistently instructed them to adhere to their confidentiality obligations. That evidence is convincing. I must weigh it against the inferences the Claimants argue should be drawn from various circumstances.

972. The Claimants rely on several strands of evidence to support their allegation that the Defendant, through Mr and Ms Whatnall, induced the Former Employees to breach their confidentiality obligations to AES.

973. First, the Claimants argue that the Defendant, through Ms Whatnall, asked the Former Employees to complete the Load Files, which involved transferring AES’s confidential information. They contend this constituted a direct inducement to breach confidentiality. However, the breach did not happen, as the Load Files were neither completed nor returned.

974. Mr Whatnall acknowledged that Ms Whatnall initiated the request, and that the information sought was confidential. He stated he was unaware of the request until these proceedings and denied soliciting client details or making client transfers contingent on the misuse of confidential information.

975. Ms Whatnall explained that the request was part of GSB’s standard procedure and that she did not consider Stuart Ritchie’s employment status or confidentiality obligations. I do not infer from her actions an intention to induce a breach of confidentiality.

976. Second, the Claimants assert that the Former Employees used AES client lists after joining GSB. They reference a message from Stuart Ritchie to Ms Whatnall regarding former clients and share screenshots of communications with a client.

977. During cross-examination, Ms Whatnall stated that she did not recall the exchange but believed the client had reached out to Stuart. There was no indication that Alison was aware of Stuart retaining or using AES’s confidential information. Stuart claimed he remembered client AUM from memory. I do not infer from this exchange that Alison was aware of or complicit in any misuse of confidential information.

978. Third, the Claimants contend that Mr and Ms Whatnall were aware by April 2022 that Stuart and his team were salaried employees at AES, and they ought to have inquired about their contractual obligations.

979. I acknowledge that Mr Whatnall was aware by 29 April 2022 that the Former Employees were salaried and should have recognised they were bound by confidentiality obligations. However, the failure to make inquiries about the existence of obligations does not equate to knowing about a breach of obligations, nor does it support an inference that Mr Whatnall encouraged any breach.

980. Fourth, the Claimants argue that GSB offered the Former Employees more attractive terms to induce them to breach their obligations. Mr Whatnall explained that the financial terms were intended to promote a positive work environment and were not connected to the value of AES’s confidential information. The remuneration offered aligned with prior arrangements and was not dependent on client transfers. Stuart Ritchie’s shareholding did not serve as an inducement to breach.

981. Offering better remuneration is not, in and of itself, evidence of inducement.

982. Fifth, the Claimants assert that GSB agreed to waive non-solicitation clauses for clients transferring from AES, consequently encouraging breaches of confidentiality.

983. Mr Whatnall confirmed that GSB agreed to waive these clauses at Stuart Ritchie’s request, consistent with GSB’s broader policy. There is no evidence that this waiver induced the Former Employees to breach their confidentiality obligations.

984. Sixth, the Claimants argue that Ms Whatnall pressured the Former Employees to recruit clients quickly, even during their non-solicitation periods.

985. However, both Mr and Ms Whatnall consistently reminded the former employees to uphold their obligations to AES. Ms Whatnall’s discussions regarding performance expectations do not indicate any intention to induce breaches. They clarified that client transfers were not a condition of employment.

986. Having considered the evidence, I find that the Claimants have not proved that the Defendant induced the Former Employees to breach their confidentiality obligations to AES. Although there were instances of poor judgment and a lack of due diligence, particularly in failing to inquire about contractual obligations, these do not amount to inducement. When viewed in context, the actions of Mr and Ms Whatnall do not support the inference that they intended or encouraged the misuse of AES’s confidential information. Consequently, the claim for inducement fails.

Assessment of alleged inducement to breach directors’ duties

987. Stuart Ritchie breached his director's duties owed to AES UK by encouraging and facilitating the Former Employees' move to GSB.

988. The conduct of Ross and Alison Whatnall is capable of inducing Stuart to move his team to GSB in the sense of encouraging and facilitating the move. The crucial question is whether GSB knew through Ross and Alison Whatnall that Stuart Ritchie was a statutory director of AES UK.

989. Ross Whatnall knew that Stuart Ritchie was a statutory director of AES UK by no later than 11 August 2022, when he received a letter from AES. That was after the Former Employees had resigned from AES and signed employment contracts with GSB. To establish that GSB knew of Stuart Ritchie's obligation as a director of AES UK when Stuart breached his director's duties, the Claimants must prove that GSB, through Ross Whitnall, knew Stuart was a statutory director of AES UK before 15 June or 25 July 2022.

990. There is no direct evidence that Ross Whatnall and GSB were aware that Stuart Ritchie was a statutory director or company director of AES UK prior to receiving the 11 August 2022 letter from AES.

991. The Claimants argue that the Whatnalls and GSB should have taken steps to verify Stuart Ritchie's status with the UK company registry and the FCA, and they had blind-eye knowledge because they failed to do so.

992. The cross-examination of Ross Whatnall explored whether Ross Whatnall suspected or should have known that Stuart Ritchie was a statutory or company director of AES UK before August 2022 and consciously decided not to investigate his status to avoid discovering the truth.

993. Ross Whatnall acknowledged that Stuart Ritchie's LinkedIn profile listed him as a "Director of Wealth Advice" at AES, but he interpreted this title similarly to other non-statutory director roles, such as HR Director or Finance Director, within his own company. Mr Whatnall did not inquire further about the nature of Stuart Ritchie's directorship, assuming it was not a statutory role.

994. Ross Whatnall consistently maintained that he did not know Stuart Ritchie was a director in the statutory sense. He viewed the title as a nominal designation and did not consider the possibility that Stuart Ritchie might be a statutory director.

995. Ross Whatnall's understanding of the title "Director" was more aligned with a nominal or non-statutory role, and he did not inquire further into Stuart Ritchie's official capacity. The title "director" is commonly used in Dubai to designate senior positions across different sectors beyond statutory company directors.

996. There is no evidence that Ross Whatnall knew or had reason to know of the existence of AES UK.

997. I am satisfied that Ross Whatnall did not suspect or recognise the statutory nature of Stuart Ritchie's directorship at AES UK before August 2022. He did not intentionally avoid investigating whether Stuart Ritchie was a statutory director of AES UK or any company in the AES group to avoid discovering that Stuart was a statutory director. Ross Whatnall did not have blind-eye knowledge.

998. Therefore, the Defendant did not induce Stuart Ritchie to breach his duties as a director owed to AES UK.

Misuse of confidence claim

Claimants’ case

999. The Claimant’s claim that under Article 37(2) of the Law of Obligations the Defendant is liable to them for breach of its duty under Article 37 (1) which provides that a person has a duty not to misuse confidential information received from another party, either directly or through an intermediary, when the defendant knows or should know that the information is confidential.

1000. In [74] - [77] of their Reamended Particulars of Claim, the Claimants plead as follows:

1001. The Claimants assert that the Defendant's misuse of the Claimants' Confidential Information has caused the Claimants loss and damage, with no justification or defence for the misuse.

1002. The Reamended Particulars of Claim [74] – [77] do not identify the misused confidential information except as set out above.

1003. In their written closing submissions, the Claimants allege that the Defendant misused confidential information as follows.

1004. First, the Defendant misused Client lists and the Load files containing clients’ names, contact details, AUM, fees charged, investment strategies, risk profiles, and other sensitive client details, constituting trade secrets.

1005. Second, if the Load Files and client lists are not trade secrets, then together with retained client contact details, including customer contact data, phone numbers, email addresses, and LinkedIn connections, they are mere confidential information protected by express confidentiality covenants in the Former Employees' employment contracts and misused by the Defendant.

The law

1006. When the DIFC statutory law is ambiguous, the court may refer to English common law principles to interpret and apply the statutory provisions. However, the elements of a cause of action under DIFC statutory law must be ascertained from the law itself.

1007. The elements of a cause of action for breach of confidential information are as follows:

Mr Jones

1008. I have considered the claim that the Defendant misused the Claimants' Confidential Information, as evidenced by Craig Ritchie’s emails involving Mr Jones above. The Claimants have not proved that the Defendant received confidential information from AES relating to Mr Jones.

Mr Connan

1009. I have considered the claim that Craig Ritchie used confidential information about AES fees in trying to get Mr Connan to move from AES to GSB. The Claimants have not proved that Craig Ritchie used confidential information relating to Mr Connan in breach of his confidentiality obligations. The Claimants have not proved that the Defendant, through Craig Ritchie, received confidential information about AES’s fees.

The Load Files

1010. I have found that the Former Employees were not completed, and Stuart did not return the Load Files to GSB. The completed Loan Files never existed; GSB never received them.

The Client Lists

1011. The Claimants refer to the Client Lists as client information downloaded, transferred or otherwise retained by the Former Employees and used in their employment with GSB.

1012. The Claimants argue that Article 37(1) specifies that receipt includes receipt via an intermediary. This means that the mere fact that the Former Employees, now employed by the Defendant, possess and use the confidential information for the Defendant's benefit is sufficient to establish that the Defendant has received the information through the Former Employees.

1013. The Defendant disputes the Claimant’s interpretation of Article 37(1). The Defendant asserts that the requirement that defendant must have received specific information directly from a claimant or indirectly from an intermediary necessitates that the intermediary convey the information to the defendant in some manner. The same person cannot be both the intermediary and the person by whom the defendant receives the information.

1014. For the purposes of this case, I will assume, contrary to the Defendant’s submission, that the Former Employees’ possession and use of confidential information received from AES for the Defendant's benefit after commencing employment with GSB can be sufficient to establish that the Defendant has received the information.

1015. In their closing written submissions, the Claimants assert the Former Employees took and used, and GSB thereby received, the Client Lists as follows.

1016. The Claimants assert that on 6 June 2022, Mauro Be Santis Bo connected his phone to his AES desktop computer to transfer client data. The Claimants assert that Mauro used this client information to cause clients to move from AES to GSB.

1017. The Claimants assert that on 15 June 2022, Craig Ritchie printed a document called ‘Clients.xlsx’ containing client details, and this action is linked to the completion of the Load Files.

1018. During the trial, the Claimants asserted that Yazmin Boden and Stuart Ritchie also downloaded, transferred, or otherwise retained AES client information and used it to cause AES clients to move to GSB.

1019. The Claimants assert that the Former Employees used personal devices and removable storage to transfer the client data to GSB, avoiding email to cover their tracks.

1020. I have discussed these claims above. I find the Claimants have not proved those claims. The Defendant did not receive the Client Lists.

Customer contact data

1021. The Claimants assert that during their employment with AES, the Former Employees received email addresses and WhatsApp contacts (or phone numbers) from clients and established LinkedIn connections with them, retaining those contacts and connections on their phones and using them to approach clients during their employment with GSB.

1022. The Claimants have not proved that during their employment with AES, the Former Employees received email addresses from clients, retained those email addresses and used them to approach clients during their employment with GSB.

1023. I have found that LinkedIn connections and WhatsApp contacts are not confidential information.

1024. There is a further reason why the Claimant’s claims of misuse of confidential information in relation to this customer contact data fail.

1025. The Former Employees obtained the contacts they used to contact AES clients from the clients, not from the Claimants. The original source of the contact details is the clients, not the Claimants. The Clients were not agents of the Claimants in any relevant sense.

1026. The Claimants argue that when the Former Employees used WhatsApp or other contacts, they did so as intermediaries. However, since the Former Employees did not receive the contacts from the Claimants, but directly from the clients, the information cannot be said to have been received from the Claimants. Article 37(1) specifies that receipt includes receipt via an intermediary. In this case, if the Defendant received the contacts, it received them indirectly through the Former Employees, but the original receipt was from the client. Therefore, the Defendant's receipt of the contacts is traced back to the clients, not the Claimants.

1027. In each case, the confidant, that is the person from whom the Defendant has received the information, is the client, not the Claimants. Article 37(2) provides that if the defendant breaches his duty under Article 37(1), he is liable to the confidant, in this case the client, not the Claimants.

1028. I will address the issue of loss separately.

 

Vicarious liability

 

1029. In his closing submissions, Mr Reed KC argued that the Defendant is vicariously liable for the Former Employees’ breaches of confidentiality.

1030. Mr Doherty submits that the Claimants have not pleaded a case of vicarious liability. Mr Reed states that the Claimants plead vicarious liability in [61] of the Reamended Particulars of Claim where the Claimants plead that the post-termination breaches in respect of the use of Confidential Information became attributable to the Defendant pursuant to Article 15(1) and/or Article 15(5) of Law 5/2005, and Article 54(1) of Employment Law DIFC Law No. 2 of 2019.

1031. The Claimants have not pleaded that the Defendant is vicariously liable for the Former Employees’ breach of Article 37. In closing submissions, Mr Reed KC confirmed that the Claimants’ case is that the Defendant is the person who received the confidential information under Article 37 ⁶⁷.

1032. The Defendant cannot be held liable for the breaches of the Former Employees’ contracts of employment with any of the Claimants. Vicarious liability applies to torts, not to breaches of contract, as different legal principles govern these. There is no other basis of vicarious liability pleaded.

Abuse of process

1033. The Defendant provides several reasons why the case should be struck out as an abuse of process:

1034. I will not decide this strike out for several reasons.

1035. First, it is unnecessary to decide the application as I have concluded that the Claimants’ case should be dismissed on its merits.

1036. Second, addressing this matter would delay the delivery of judgment. The Defendant's arguments involve complex questions of fact and law that would require considerable time to resolve. Practice Direction No. 1 of 2023 aims to ensure that reserved judgments are handed down as promptly as reasonably practicable.

1037. Third, striking out a case after a lengthy trial involving multiple witnesses and expert testimonies, without addressing the merits, could undermine the judicial process. Courts generally strive to avoid such situations to maintain public confidence and the integrity of the judicial system. The power to strike out is typically exercised sparingly and before hearing evidence going to the merits of the claims. Courts prefer to resolve cases on their merits rather than dismiss them after significant resources have been expended. Striking out the case under these circumstances could adversely affect public confidence in the Court and be potentially unfair to the parties involved.

1038. Fourth, striking out the case after a two-week trial would raise complex issues regarding costs, which might only be resolved by determining the case on its merits. Delivering judgment on the merits after striking out the case is undesirable, as it may undermine public confidence in the court's processes and the fairness of the proceedings.

Loss and damage

1039. The Claimants plead loss and damage in [80] of the Reamended Particulars of Claim. At [80(a)], they assert a claim for lost profits resulting from the Defendant's use of confidential information to solicit their clients, adopting the quantum expert's damages assessment.

1040. The Claimants' quantum expert quantifies the Claimants’ losses by comparing the profits they would have made in a hypothetical scenario where they continued to serve clients on the Updated Affected Policy List or the GSB Client List, against the actual scenario where they no longer do so. The Updated Affected Policy List includes clients who left or had fees reduced up to 27 September 2024, while the GSB Client List includes former AES clients who became GSB clients.

1041. Mr Church-Morley, the Claimants' expert, was instructed to quantify losses assuming all client departures and fee reductions were due to the Defendant's wrongful conduct. He applied sensitivity adjustments to account for the possibility that not all departures and reductions were caused by the Defendant, presenting this analysis to assist the Court in adjusting the loss assessment.

1042. Mr Turner, the Defendant’s expert, was instructed to comment on Mr Church-Morley's report. He compiled the GSB Client List. He noted that Mr Church-Morley did not consider the GSB Client List.

1043. The Claimants propose two approaches to assess their loss: the "Bottom-Up Approach," which involves determining if each client left due to GSB's wrongful acts, and the "Sensitivity Adjustment," which applies a global adjustment to account for multiple reasons clients may have left. They argue the Sensitivity Adjustment is appropriate to ensure compensation while accounting for other factors influencing client departures, citing judicial precedents.

1044. The "Bottom-Up Approach" aligns with the principle that the defendant’s wrongful acts must have been a cause of the loss. The "Sensitivity Adjustment" assumes causation and applies a global adjustment. Courts require proof of losses caused by the defendant’s wrongful acts, not assumptions.

1045. In some cases, if a claimant fails to prove their claim, the court might still make a provisional assessment of damages to assist the appellate court if the case goes on appeal. This practice helps streamline the appellate process by providing a ready assessment of damages should the appellate court find in favour of the claimants.

1046. The assessment of damages depends on the wrongful acts the Court finds the Defendant liable for. In their closing submissions, the Claimants suggest that the Court can undertake a 'bottom-up analysis' to consider the loss related to each client. This approach involves a detailed examination of the evidence. The Claimants note that if the Court proceeds this way, the damages experts can update their financial models based on the Court’s findings to ensure accuracy.

1047. Adopting this approach requires multiple assessments based on which causes of action might succeed and to what extent. For example, if the Appeal Court finds that the Defendant induced the Former Employees to breach their non-solicitation periods, it would need to determine which clients left AES due to this conduct. Similarly, if the Defendant misused the Claimants’ confidential information, the Court would need to identify the misused information, its consequences, and the resulting loss to each Claimant. Even if the Defendant is found liable for conspiracy by unlawful means, the Court must determine the conspiracy's nature, its factual consequences, and the resulting loss for each Claimant.

1048. Considering the various permutations of alleged wrongful acts and consequences, provisionally assessing damages in this case is neither a feasible nor practical exercise.

Conclusion

1049. The Claimants’ claims must be dismissed.