Outer-Ring Disclosure for “Crown Jewel” Supplier Lists Where Needed for Fair Conduct of Competition Proceedings

Case: Roadget Business PTE Ltd & Anor v Whaleco UK Ltd

Citation: [2026] EWCA Civ 221

Court: England and Wales Court of Appeal (Civil Division)

Date: 5 March 2026

1. Introduction

This decision concerns an application for permission to appeal a case-management order of the Competition Appeal Tribunal (“CAT”), requiring disclosure of a list of approximately 450 of Shein’s most valuable suppliers who had signed “supplier attestations”. Shein and Temu (Whaleco) are close competitors in online fashion and marketplace retail.

The dispute sits within wider proceedings: Shein sued Temu for copyright infringement, and Temu counterclaimed alleging competition law breaches under Chapter I and/or Chapter II of the Competition Act 1998. The supplier attestations, and the identities of the suppliers who signed them, were said to be relevant to the competition counterclaim and to analysing effects on Temu’s UK platform.

The key issue on this application was not whether the list should be disclosed at all (Shein did not appeal disclosure per se), but whether it should be restricted to the “inner ring” (external advisers only) or could be disclosed to the “outer ring” (including a small number of approved in-house lawyers).

2. Summary of the Judgment

The Court of Appeal refused permission to appeal. It held that Shein had no real prospect of success on either pleaded ground: (i) that the CAT’s decision undermined the purpose of the inner ring and was irrational, and (ii) that the CAT gave inadequate reasons.

The Court emphasised the high appellate threshold for interfering with discretionary case-management decisions and held that:

  • The CAT performed the required balancing exercise between confidentiality and the fair conduct of proceedings, concluding that access by approved in-house lawyers was necessary.
  • The CAT’s extempore reasons were adequate in context.
  • A suggested “real complaint” about procedural fairness (surprise arising from an error in Temu’s skeleton) was not pleaded and, in any event, was unlikely to succeed given the procedural history.
  • A late-emerging argument that there was “no evidential basis” for the CAT’s practical conclusion was not within the grounds and, even if it were, had no real prospect of success.

3. Analysis

3.1 Precedents Cited

GLAS SAS (London Branch) v European Topsoho SARL (practice note) [2025] EWCA Civ 933; [2025] 1 WLR 5343

This authority framed two key aspects of the Court’s approach:

  • Appellate restraint on discretionary case-management decisions: the Court reiterated that it will only interfere for error of law, failure to consider relevant factors, considering irrelevant factors, or where the decision is plainly wrong (outside the generous ambit of reasonable disagreement). Falk LJ’s formulation at §20 was treated as the governing standard.
  • Adequacy of reasons is context-sensitive: relying on Falk LJ at §21, the Court held that reasons need only make clear the basis of the decision, and the level of detail required varies with context (notably, an extempore ruling amid many case-management issues).

The judgment applied these principles directly: Shein’s challenge sought to re-run a discretionary balancing exercise and demanded more extensive reasons than the context required.

Oneplus Technology v Mitsubishi [2020] EWCA Civ 1562

This case supplied the starting point and structure for confidentiality-ring analysis, anchored in open justice. The Court extracted Floyd LJ’s non-exhaustive points at §39, including:

  • Balancing the receiving party’s need for full access against the disclosing party’s confidentiality interests.
  • “External eyes only” restrictions are exceptional; it is “exceptionally rare” for no employee/officer of a party to see disclosed documents.
  • The onus remains on the disclosing party to justify an “external eyes only” designation.
  • Practicalities (policing difficulties, role of documents, structure of receiving party) matter.

The Court used Oneplus to reject an approach that treated “crown jewel” confidentiality as automatically determinative. Even very sensitive information can be ordered into an outer ring where justified by fair conduct and mitigated by robust safeguards.

3.2 Legal Reasoning

(a) The two-tier ring must be read as a coherent scheme

The Court accepted Shein’s characterisation of the inner ring’s purpose (protecting information inappropriate to share with employees, including highly damaging commercial information). However, it held that the inner-ring provisions cannot be read in isolation; they must be read alongside the outer ring’s purpose: enabling limited in-house lawyer access where necessary for fair conduct.

Put differently, the existence of an inner ring does not create an automatic rule that “most sensitive” material must always be inner-ring only; rather, the court must choose the least intrusive arrangement consistent with fairness and practicality.

(b) The CAT conducted the correct balancing exercise

The CAT’s core reason was practical and case-specific: the list of supplier names was needed to enable Temu to interrogate its own platform and analyse impacts. The CAT concluded that external advisers alone would not be able to undertake the required “interrogation of the Temu website” without the participation of approved in-house lawyers.

The Court of Appeal treated that as an evaluative judgment within the CAT’s discretion, especially given the established protective conditions for the outer ring (lawyers only; legally qualified outside the PRC; regulated; separated from commercial functions; confidentiality undertakings).

(c) Burden and procedure: Shein’s litigation choices mattered

The Court stressed that, under Oneplus principles, the party seeking “external eyes only” protection carries the burden of justification. The procedural record showed:

  • Temu’s position was consistently that disclosure should be into the outer ring (letters of 17 November and 2 December 2025; witness evidence).
  • Shein’s evidence opposed disclosure altogether and did not engage with tiering if disclosure were ordered.
  • Shein’s skeleton likewise did not address tiering, despite the issue being live on the face of correspondence and evidence.

This undermined any suggestion that Shein had been deprived of a fair opportunity to meet the “outer ring” case.

(d) Adequacy of reasons in an extempore case-management ruling

Applying GLAS, the Court held the CAT’s reasons were sufficient: the parties could be in no doubt that outer-ring disclosure was ordered because it was “the only practical option” to enable the necessary analysis, and because the outer ring’s design was to protect confidential information while permitting limited in-house lawyer access.

(e) The “no evidence” point: late, unpleaded, and weak

The Court noted Shein’s emerging complaint that there was no evidential basis for the CAT’s view that in-house lawyers were needed. The Court held: (i) it was not within the pleaded grounds and no amendment was sought; and (ii) in any event, the CAT’s conclusion had an evidential foundation in Mr Ji’s evidence about the nature of the tasks and the submission that in-house involvement was required. The Court treated the CAT’s assessment as a permissible inference rather than a proposition requiring a direct “external cannot / in-house can” statement in evidence.

3.3 Impact

  • Reinforcement of the exceptional nature of “external eyes only”: even information described as “crown jewels” (here, a competitor-sensitive supplier list) will not automatically justify inner-ring-only restriction where fairness and practicality require broader (but still controlled) access.
  • Practical necessity can outweigh maximum secrecy: courts and tribunals may prioritise workable litigation conduct—especially where internal systems, platform data, or business processes require meaningful in-house participation.
  • Importance of engaging early with tiering: parties seeking tighter confidentiality must adduce evidence and make submissions on tiering at the case-management stage, not after the fact on appeal.
  • Reasons challenges face headwinds in CMC contexts: GLAS-style contextual adequacy will often protect short extempore rulings if the rationale is clear.

4. Complex Concepts Simplified

  • Permission to appeal: a gatekeeping stage. The applicant must show a real prospect of success (or another compelling reason) before a full appeal is allowed.
  • Case-management discretion: decisions about how litigation is run (e.g., disclosure and confidentiality). Appellate courts rarely interfere unless the decision is legally flawed or plainly wrong.
  • Confidentiality ring (inner vs outer): a controlled-access regime for sensitive disclosed materials.
    • Inner ring: typically external lawyers/experts only (“external eyes only”).
    • Outer ring: includes specified in-house lawyers under strict safeguards (professional qualification, separation from commercial roles, undertakings).
  • Open justice: the principle that courts operate transparently. While confidentiality can be protected, it requires justification; complete exclusion of a party’s employees from seeing relevant documents is exceptional.
  • Extempore reasons: oral reasons given immediately. They need not be elaborate if they reveal the essential basis of the decision in context.

5. Conclusion

The Court of Appeal’s refusal of permission to appeal confirms that confidentiality rings are instruments of managed fairness, not absolute secrecy. Even highly sensitive competitive information may be ordered into an outer confidentiality ring where that is necessary for the fair and practical conduct of proceedings and is protected by robust, lawyer-only safeguards. The decision also underscores appellate deference to case-management judgments and the limited traction of reasons-based challenges to short, contextual extempore rulings.