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People Centre, INC [D/B/A Rippling] and Anor v O'Brien and Ors [No. 3] (Approved)
Smart Summary
Summary of Judgment — High Court (Commercial, Intellectual Property & Technology)
Factual and Procedural Background
This judgment, delivered by Judge Sanfey on 20 March 2026, concerns an application brought by the fourth-named defendant (Company A) by notice of motion dated 28 July 2025. The motion was one of several applications relating to case management and disclosure issues heard on 2–5 December 2025. The plaintiffs issued proceedings by plenary summons on 12 March 2025 against the first-named defendant; the second, third, fourth and fifth-named defendants (collectively referred to in the pleadings as the Company A defendants) were subsequently joined by order of 2 April 2025. The plaintiffs pleaded that the First Named Defendant engaged in a covert course of conduct involving disclosure of trade secrets and confidential information and that the First Named Defendant and Company A entered into a conspiracy (the "Scheme"). The amended statement of claim (ASOC) alleges that, on 27 March 2025, the plaintiffs and the First Named Defendant entered into a Co-Operation Agreement and a Termination Agreement. Company A sought production of the Termination Agreement by way of inspection/notice to produce. The plaintiffs initially refused production on grounds of confidentiality, GDPR and privilege, and later proposed limited disclosure to a confidentiality ring of lawyers; Company A resisted that proposal and the court was asked to resolve the dispute. The parties agreed other disclosure issues (including a separate redactions motion) by November/December 2025.
Legal Issues Presented
- Whether the plaintiffs should be ordered to produce the Termination Agreement for inspection by the fourth-named defendant (Company A).
- If production is appropriate, whether production may be limited to a confidentiality ring composed of Company A's Irish lawyers and subject to undertakings and court oversight.
- What standard of relevance and balance between confidentiality (including GDPR interests) and disclosure applies to production of confidential documents in these proceedings.
Arguments of the Parties
Fourth-Named Defendant's Arguments
- Company A sought the Termination Agreement for inspection subject to the usual undertaking that it be used only for the present proceedings and accepted that court-ordered restrictions could be imposed regarding personal data.
- Company A submitted the Termination Agreement was contemporaneous with the Co-Operation Agreement (which it had been given) and therefore likely relevant; it contended the plaintiffs offered no adequate rationale for producing one agreement but not the other.
- Company A argued the Termination Agreement had potential relevance to the credibility of the First Named Defendant and to motive, and relied on authorities concerning confidentiality rings and the exceptional nature of restrictive disclosure orders.
Plaintiffs' Arguments
- The plaintiffs asserted the Termination Agreement is confidential, contains the First Named Defendant's personal data, and is not relevant to the issues in dispute beyond cursory mention in the ASOC.
- The plaintiffs proposed disclosing the Termination Agreement to a confidentiality ring consisting of Company A's Irish solicitors and Irish counsel only, subject to undertakings that it would not be disclosed to Company A or others and used solely for the Irish proceedings; leave to apply for access by Company A would remain available.
- The plaintiffs relied on the defendants' lack of affirmative evidence challenging the First Named Defendant's account and argued Company A had not shown a real basis for relevance sufficient to justify broader disclosure.
- The plaintiffs emphasised GDPR and constitutional privacy interests of the First Named Defendant and argued that the confidentiality-ring proposal adequately protects those interests while allowing Company A's lawyers to assess relevance.
Table of Precedents Cited
| Precedent |
Rule or Principle Cited For |
Application by the Court |
| Koger Inc v O'Donnell [2009] IEHC 385 |
Restriction of disclosure to a limited set (e.g. experts only) is "unusual" and requires exceptional circumstances; limited disclosure may not permit a fair trial. |
Cited to emphasise that restrictive disclosure arrangements are exceptional and to press caution about excluding a party from access; the court acknowledged the strictures but considered whether limited disclosure to Irish lawyers was proportionate here. |
| Word Perfect Translation Services Limited v Minister for Public Expenditure & Reform [2020] IESC 56 |
Review of confidentiality rings and the need to seek least risk of injustice; guidance on balancing confidentiality and disclosure. |
Referenced for dicta on balancing injustice from disclosure versus injustice from non-disclosure and for the proposition that confidential material must be disclosed if truly material; the court applied this balance in assessing the plaintiffs' proposal. |
| Sandoz AG v Bayer Intellectual Property GmbH [2025] IEHC 500 |
Interim orders protecting confidentiality may be made but making them permanent is exceptional and requires compelling reasons; Gilchrist & Rogers provides the applicable framework. |
Used to underscore that orders protecting confidentiality are exceptional and must meet a high bar; informed the court's caution in determining appropriate protective measures here. |
| Gilchrist & Rogers v Sunday Newspapers [2017] 2 IR 284 |
Framework for assessing confidentiality and disclosure in civil proceedings. |
Identified as providing the framework applied in later cases; the court relied on that framework in balancing confidentiality against disclosure needs. |
| BOC Aviation Limited v Lloyds & Ors. [2024] IEHC 162 |
Referenced as part of the caselaw informing exceptional orders to protect confidentiality. |
Referenced via Sandoz; contributed to the conclusion that exceptional protective orders require compelling justification. |
| Ryan v Dengrove [2022] IECA 155 |
Sets out propositions on relevance: primary test of relevance "in the Peruvian Guano sense"; balance materiality against confidentiality; confidential documents should only be discovered where it is clear they are necessary for a fair disposal of proceedings. |
The court applied Ryan's emphasis on relevance and the need for a "real basis" for relevance where documents are confidential; used Ryan to require Company A to demonstrate likely relevance of the Termination Agreement. |
| Telefonica O2 Ireland Limited v Commission for Communications Regulation [2011] IEHC 265 |
Summarises the court's task: balance likely materiality of documents to likely issues against degree of confidentiality and fashion an order to protect legitimate interests. |
Quoted to support the approach of balancing materiality and confidentiality and the court's ability to fashion a proportionate order tailored to case facts. |
| Peruvian Guano |
Invoked as the classical statement of the primary test of relevance for disclosure. |
Referred to as the starting point for relevance in disclosure matters; the court used the Peruvian Guano relevance threshold as part of the analysis. |
| Hartside |
Cited in Word Perfect for the "least risk of injustice" approach. |
Used indirectly through Word Perfect to support caution in ordering disclosure of highly confidential material unless materiality is clear. |
Court's Reasoning and Analysis
The court proceeded by reference to established authorities requiring a balance between the likely materiality of the document sought and the degree of confidentiality attaching to it. The court noted:
- The Termination Agreement is likely confidential and to contain personal data protected by GDPR; the court had not itself seen the agreement.
- Relevance is the starting point: the party seeking production (Company A) must demonstrate a real basis for the document's relevance to the issues likely to arise at trial (Peruvian Guano and Ryan v Dengrove). Company A relied on contemporaneity with a Co-Operation Agreement (already produced) and asserted potential relevance to credibility and motive.
- Company A had not adduced affirmative evidence or pleaded facts impugning the First Named Defendant's credibility; it had instead relied on denial and speculation. The court considered this insufficient, in the absence of evidence, to establish a real basis that the Termination Agreement would be material at trial.
- The plaintiffs' proposal — disclosure to a confidentiality ring composed of Company A's Irish solicitors and Irish counsel only, subject to undertakings that the document not be disclosed to Company A or others and only be used for the Irish proceedings, with leave to apply for broader access if necessary — was assessed against the legal framework (including the exceptional nature of restrictive orders in Koger, Word Perfect and Sandoz).
- The court found that the plaintiffs' formula strikes an appropriate balance: it protects the confidentiality and GDPR interests of the First Named Defendant while permitting Company A's Irish lawyers to inspect the agreement and, if they form a genuine view that their client needs access to obtain proper instructions, to apply to the court for leave.
- The court emphasised that O.31, r.18 RSC empowers the court to make inspection orders in such place and manner as it thinks fit and to tailor orders to the case's circumstances.
Holding and Implications
The court provisionally approved the plaintiffs' proposed confidentiality-ring disclosure regime.
Implications:
- The Termination Agreement will be disclosed to Company A's Irish lawyers and Irish counsel only, subject to undertakings that it not be disclosed to Company A or any other parties and that it be used solely for the Irish proceedings, with leave reserved for Company A to apply to court for access by its client if necessary.
- The court found this approach balanced and proportionate, protecting confidentiality and GDPR interests while enabling Company A's lawyers to assess relevance; no broader order for immediate disclosure to Company A was made at this stage.
- No novel legal principle was established; the decision applies existing balancing principles from the cited authorities to the facts of this case.
- A further hearing was listed for 10:30am on Wednesday 15 April 2026 to make a final order on the application and to determine costs.
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