Lawyer-Only Inspection for Confidential Employment Termination Agreements Where Relevance Is Unproven

Case
People Centre, INC [D/B/A Rippling] and Anor v O'Brien and Ors [No. 3] (Approved) [2026] IEHC 180
Court / Judge
High Court of Ireland (Commercial, Intellectual Property & Technology), Mark Sanfey J
Date
20 March 2026
Procedural posture
Fourth named defendant’s motion under Order 31, rule 18 RSC seeking production for inspection of a “Termination Agreement” (other issues on the notice of motion had been resolved).

1. Introduction

This judgment addresses a focused but practically important dispute about inspection of a confidential employment-related document in commercial litigation: whether Deel Inc (“Deel”, fourth named defendant) was entitled to receive an unrestricted copy of a Termination Agreement entered on 27 March 2025 between the plaintiffs (People Center, Inc (d/b/a Rippling) and Rippling Ireland Limited) and the first named defendant Keith O’Brien.

The plaintiffs’ pleaded case alleged that Mr O’Brien covertly “spied” for Deel and provided trade secrets and confidential information, and that Mr O’Brien and Deel engaged in a conspiracy (“the Scheme”) to damage Rippling’s reputation and destroy evidence. The Amended Statement of Claim mentioned that, on the same day, the parties entered both a Co-Operation Agreement and a Termination Agreement. Deel pressed for inspection of the Termination Agreement, asserting relevance to the litigation, including potential relevance to credibility and motive.

By the time of hearing, a broader “redactions motion” had been resolved by agreement, including acceptance of a “confidentiality club” mechanism for certain trade secret materials. The remaining question was whether the Termination Agreement should be produced to Deel itself, or only to Deel’s Irish lawyers under a restricted-access regime.

2. Summary of the Judgment

Decision in principle: The Court held that the appropriate balance between (i) the possible materiality of the Termination Agreement and (ii) its confidentiality (including GDPR-protected personal data) was to require production for inspection on a lawyer-only confidentiality ring basis.

Mechanism adopted: Inspection to be afforded to Deel’s Irish solicitors and Irish counsel only, subject to undertakings limiting use to the Irish proceedings and prohibiting disclosure to Deel or other parties; with an express liberty to apply to court for permission to show the document to Deel if necessary to obtain proper instructions.

Next step: The Court indicated it would hear the parties to settle the final order and costs.

3. Analysis

3.1 Precedents Cited

Koger Inc v O'Donnell [2009] IEHC 385

Deel relied on Koger to argue that restricting disclosure to a limited class (experts/lawyers) is “unusual” and demands “exceptional circumstances”; and that overly restrictive access may impede a fair trial. In Koger, Kelly J rejected a regime that would have prevented a party’s officers from seeing relevant materials, emphasising that such restrictions require exceptional justification and may be inadequate for trial fairness.

Sanfey J treated Koger not as prohibiting confidentiality rings, but as underscoring that restrictions are not routine and must be justified by context and proportionality—an approach he considered compatible with crafting a tailored inspection order under Order 31, rule 18 RSC.

Word Perfect Translation Services Limited v Minister for Public Expenditure & Reform [2020] IESC 56

This Supreme Court authority supplied the modern Irish framework recognising confidentiality rings as an available procedural tool (notably in competition and patent contexts). The judgment excerpt emphasises:

  • courts must choose an approach that does the “least risk of injustice”;
  • “confidence must yield” where disclosure is truly material to justice;
  • but where significant confidentiality is at stake, a requester may need to place before the court “some credible basis” for believing the asserted case is supported—“mere assertion” may be insufficient.

Sanfey J drew from this particularly the notion that a party seeking access to significantly confidential information should do more than speculate; and that courts can calibrate disclosure to reduce unnecessary injustice from premature or overbroad dissemination.

Sandoz AG v Bayer Intellectual Property GmbH [2025] IEHC 500

Deel cited Sandoz to stress that confidentiality-protecting orders are “exceptional” and require “compelling reasons” (Mulcahy J, relying on Gilchrist & Rogers v Sunday Newspapers [2017] 2 IR 284 and BOC Aviation Limited v Lloyds & Ors. [2024] IEHC 162). Sanfey J accepted this “high bar” framing, but applied it in a fact-specific way: rather than refusing protection (or refusing inspection), he selected a middle course—lawyer-only inspection with liberty to apply—because outright disclosure to Deel was not shown to be necessary, while some controlled inspection was justified given the agreement’s contemporaneous execution with the Co-Operation Agreement.

Gilchrist & Rogers v Sunday Newspapers [2017] 2 IR 284; BOC Aviation Limited v Lloyds & Ors. [2024] IEHC 162

These cases appeared through Sandoz as the “applicable framework” for exceptional confidentiality orders. Their role here was indirect but important: they supported the proposition that, absent a specific statutory regime, strong confidentiality protections can be ordered only exceptionally and on compelling justification—encouraging the court to articulate proportional reasons for any restriction.

Ryan v Dengrove [2022] IECA 155

This was central to the Court’s analysis. Collins J’s propositions guided the approach to confidential documents:

  • Relevance first (“in the Peruvian Guano sense”);
  • confidential discovery should only be ordered where it is “clear” that justice requires it;
  • courts must balance “nature and potential strength of relevance” against the “degree of confidentiality”;
  • high confidentiality demands a “real basis” for likely relevance; if refusal risks unfairness, disclosure usually prevails, possibly with mitigating measures.

Sanfey J treated the request for production for inspection as governed by the same relevance-led balancing logic. He found Deel’s asserted “potential relevance” to credibility and motive lacked a sufficiently grounded “real basis” because Deel had not adduced evidence actually putting Mr O’Brien’s credibility in issue beyond denial and traversal.

Telefonica O2 Ireland Limited v Commission for Communications Regulation [2011] IEHC 265

Sanfey J adopted Clarke J’s articulation of the balancing task: calibrating disclosure according to (i) likely materiality and (ii) confidentiality, and fashioning an order to protect both the fair hearing interest and legitimate confidentiality. This provided the doctrinal support for an intermediate order—neither full refusal nor full party access.

3.2 Legal Reasoning

(a) The governing test: relevance plus confidentiality balancing

The Court’s method was structured:

  • Start with relevance (as in Ryan v Dengrove), applying that logic to inspection under Order 31, rule 18 RSC.
  • Then weigh probative need against confidentiality harm, particularly where personal data and employment settlement terms are involved.
  • Where relevance is not convincingly demonstrated but cannot be excluded, adopt a proportionate, staged disclosure mechanism (lawyer-only access first, with liberty to apply).

(b) Confidentiality and GDPR considerations

Although the Court had not seen the Termination Agreement, it inferred (reasonably, on the evidence) that it concerned the terms of employment termination and would “normally attract” protection under the GDPR. This mattered not because GDPR creates a blanket bar to disclosure in litigation, but because it amplifies the seriousness of unnecessary dissemination and supports the use of protective modalities where disclosure is not shown to be strictly necessary at party level.

(c) Why Deel’s asserted relevance did not justify full party access

Deel’s key points were that the Termination Agreement was (i) mentioned in the pleadings, (ii) executed contemporaneously with the Co-Operation Agreement, and (iii) potentially relevant to credibility/motive. The Court accepted that the “package” point meant relevance could not be “entirely” discounted.

However, the Court considered it decisive that:

  • the plaintiffs did not plead or rely on the Termination Agreement’s terms;
  • Deel had not put forward evidence impugning Mr O’Brien’s credibility (as distinct from mere denial);
  • accordingly, Deel’s claimed “potential relevance” to credibility/motive was speculative and did not meet the “real basis” threshold identified in Ryan v Dengrove.

(d) The tailored order under Order 31, rule 18 RSC

Order 31, rule 18 RSC expressly permits inspection “in such place and in such manner as [the court] may think fit.” Sanfey J used this flexibility to fashion a proportionate order:

  • Immediate inspection by Deel’s Irish legal team only, under undertakings;
  • No disclosure to Deel or other parties unless and until the legal team can demonstrate to the court that client access is necessary for instructions;
  • Liberty to apply preserves Deel’s fair trial rights if genuine relevance emerges upon legal review.

In effect, the Court created a procedural “filter”: relevance must become concrete (or at least credibly articulated) before the confidentiality intrusion escalates from lawyers to client.

3.3 Impact

(a) Practical precedent for employment settlement/termination documents in commercial litigation

The decision is likely to be cited where a party seeks disclosure of an employment termination or settlement document that is:

  • confidential by nature and contains personal data,
  • mentioned in pleadings but not relied upon in terms, and
  • asserted to be relevant on a speculative basis (e.g., credibility, motive, “package deal”).

The judgment demonstrates that the court may permit inspection while withholding client access unless and until necessity is shown—an approach that reduces privacy and misuse risks without denying procedural fairness.

(b) Reinforcement of “credible basis” requirements for confidential material

While Irish procedure does not always require evidence at interlocutory stages, this judgment (drawing from Word Perfect and Ryan v Dengrove) signals that a party seeking significantly confidential documents should be prepared to do more than assert potential relevance, particularly where the request is framed around credibility without evidential engagement.

(c) Normalisation (but not routine adoption) of confidentiality rings outside classic contexts

Although confidentiality rings are commonly associated with competition, procurement, patents, trade secrets, and source-code disputes, the Court applied the tool to a termination agreement. This does not make rings routine; rather, it confirms their availability as a proportionate “manner” of inspection under Order 31, rule 18 RSC where confidentiality is high and relevance is uncertain.

4. Complex Concepts Simplified

  • “Inspection” (Order 31, rule 18 RSC): A court order allowing a party to view a document. The court can control how and by whom the inspection occurs.
  • “Discovery” vs “inspection”: Discovery concerns identifying and disclosing documents; inspection concerns actually viewing/copying them. The court here treated the relevance/confidentiality logic as applicable to both.
  • “Peruvian Guano” relevance: The classic broad test of relevance in discovery—documents that may directly or indirectly enable a party to advance its case or damage the opponent’s. Ryan v Dengrove makes clear that for confidential documents the court also considers the strength and materiality of that relevance.
  • Confidentiality ring / confidentiality club: A restricted-access group (often lawyers and sometimes experts) who may view sensitive material, while preventing business personnel/clients from accessing it unless permitted.
  • Undertaking: A binding promise to the court (or between parties) about how a document will be used (e.g., only for these proceedings, not disclosed further).
  • GDPR “personal data” in litigation: Personal data can be processed (including disclosed) where legally necessary, but courts may limit disclosure to what is proportionate, often using protective measures.
  • Traversing a pleading: A pleading technique where allegations are denied without setting out an affirmative alternative narrative; it may be procedurally permissible but can affect the weight of an asserted need for confidential material.

5. Conclusion

This judgment establishes a clear, fact-sensitive approach to confidential employment termination documents: where a termination agreement is inherently confidential and likely contains GDPR-protected personal data, and where the requesting party cannot demonstrate a “real basis” for likely relevance beyond speculative assertions, the court may order lawyer-only inspection with liberty to apply for broader access if genuine need emerges.

The decision integrates the relevance-first discipline of Ryan v Dengrove [2022] IECA 155 with the proportionality and “least risk of injustice” emphasis of Word Perfect Translation Services Limited v Minister for Public Expenditure & Reform [2020] IESC 56, using the procedural flexibility of Order 31, rule 18 RSC to craft an order that protects confidentiality without foreclosing fair trial requirements.