Claim No: V--k L--2.

0
0010'0

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION
BETWEEN:

(1) GROUPM UK LIMITED

(2) MINDSHARE MEDIA UK LIMITED
(3) MEDIACOM HOLDINGS LIMITED
(4) MEDIAEDGE:CIA UK LIMITED
(5) MAXUS COMMUNICATIONS(UK)LIMITED
Claimants
and
FIRMDECISIONS LIMITED
Defendant

PARTICULARS OF CLAIM

The First Claimant ("GroupM") is and was at all material times a company
incorporated in England and Wales with a company number of 04736785 and
registered office of 27 Farm Street, London, W1J 5RJ. GroupM's business is the
provision of media investment management services including media buying services
for commercial clients ("the Clients"). GroupM conducts its business on its own
account and also manages and represents the Second-Fifth Claimants ("the GroupM
Agencies"), whose registered offices are set forth in Appendix A attached hereto.
2. The Claimants are all part of the worldwide business of the WPP Group of
companies, the world's leading marketing communications services group, and are
wholly owned subsidiaries of WPP plc("WPP").
3. The Defendant ("FirmDecisions") is a company which offers auditing services in
respect of advertising spends in marketing and media.
1

4. From time to time, FirmDecisions is engaged by the clients of GroupM and the
GroupM Agencies to carry out a media compliance audit in respect of one of the
GroupM Agencies or a wholly owned subsidiary. When FirmDecisions carries out
such an audit, it does so pursuant to the terms of a standard form Non-Disclosure
Agreement ("the NDA") entered into with the relevant GroupM Agency or their
wholly owned subsidiaries.
5. The terms of the standard form NDA were agreed between Stephen Broderick,
Managing Partner and Global CEO of FirmDecisions and Scott Smith, Global
Commercial Director of GroupM in or about June 2012 and are always used
whenever FirmDecisions undertakes an audit of any GroupM Agency anywhere in the
world.
The Non-Disclosure Agreement
6. The NDA is confidential and its terms (which will be referred to at trial for their full
terms and true effect) are included in the Confidential Schedule attached to these
Particulars of Claim at Appendix B.
7. When carrying out its media compliance audits of GroupM Agencies or their
subsidiaries, FirmDecisions is, and was, bound by the obligations of confidence (and
other obligations as more particularly identified in the Confidential Schedule) in the
NDAs entered into with the Second-Fifth Claimants and/or their wholly owned
subsidiaries.
8. Further or alternatively, by reason of its agreement with GroupM to enter into
standard form NDAs with the GroupM Agencies, FirmDecisions was at all material
times under a duty of confidence to GroupM and/or to the GroupM Agencies(i) not to
use Confidential Information (as defined in the NDA)for any purpose other than the
limited Purpose identified in the NDA;(ii) not to disclose Confidential Information to
any third party; and (iii) upon request, to deliver up all materials in whatever form
including record-bearing media within its possession, power, custody or control
comprising, containing, derived from, or based on Disclosing Party's Confidential
Information.

Facts giving rise to the Claim

9. In an email dated 5 May 2016 from Stephen Broderick of FirmDecisions to Scott
Smith, Mr Broderick stated that: "we have 4 or 5 instances this year where your
agencies have sent us confidential information for other clients by mistake...In one
instance this year, your agency sent us the whole list of "media differences" by
mistake".
10. By a letter dated 11 May 2016 from Squire Patton Boggs, acting on behalf of GroupM
and WPP to FinriDecisions, GroupM sought full details of the "4 or 5 instances"
referred to in the 5 May 2016 email, together with details of any other incidents of
which FirmDecisions was aware. In particular, in respect of each incident, GroupM
sought a full description of the incident, how it arose, details of the offices involved,
the client audit and the names of the GroupM or GroupM Agency staff involved. It
also sought copies of the documents disclosed, details of action taken by
FirmDecisions to respond to the incident and confirmation that information disclosed
had been deleted by FirmDecisions. In respect of the list of media differences
document ("the List"), GroupM sought a copy of the List together with a full
explanation as to how the List had come into the possession of FirmDecisions. The
information and documents sought were requested by close of business on Friday 13
May 2016.
11. Save for a holding response dated 12 May 2016 which gave no indication as to when
GroupM could expect a reply, FirmDecisions did not reply to the requests made in the
letter of 11 May 2016. Accordingly, on 23 May 2016, Squire Patton Boggs sent a
second letter to FirmDecisions requesting a response to the queries and requests
already made and stating that "FirmDecisions is also obliged to return GroupM's
confidential information, and all documents containing, derivedfrom or based on that
information, by clause 9 ofthe NDA". A full response to this letter was requested by
close of business on Friday 27 May 2016, failing which Squire Patton Boggs made it
clear that they were instructed to commence proceedings.
12. In a letter dated 27 May 2016, FirmDecisions purported to address the issues raised in
the letters of 11 May 2016 and 23 May 2016, albeit that it asserted that it was not

familiar with the corporate structure of the WPP Group and did not know whether
GroupM constituted a legal entity.
13. For the first time, it asserted that both the List and "the documents"(which it did not
identify) received on the other 4 or 5 incidents had been deleted, but, inexplicably, it
refused to provide details of those incidents without confirmation that the disclosure
of information to GroupM would not amount to a breach of the NDAs and without
written undertakings from GroupM (i) to procure that none of the GroupM Agencies
would invoke their rights under the NDAs and (ii) to hold harmless and indemnify
FirmDecisions for any loss suffered by reason of a claim made by the GroupM
Agencies.
14. In light of FirmDecisions' refusal to provide information, the Claimants have no
information as to the identity of the GroupM Agency and/or the wholly owned
subsidiary of the GroupM Agency from which the Confidential Documents came. In
the premises, it has been necessary to join each of the Second-Fifth Claimants to this
claim.
Breach of the Non-Disclosure Agreement/Breach of Confidence
15. As set forth in paragraph 9 above, FirmDecisions has admitted that it has received
confidential information from GroupM Agencies on "4 or 5" occasions ("the
Confidential Documents")and that the Confidential Documents included the List.
16. For the avoidance of doubt, the Confidential Documents fall within the definition of
Confidential Information in the NDA and Firm Decisions knows that they fall within
this definition. Further or alternatively, the Confidential Documents contain the
Claimants' Confidential Information.
17. Despite a request for return of the Confidential Documents, FirmDecisions has failed
or refused to return, or suitably account for, the Confidential Documents (including
copies of the same), including the List, and has failed or refused to provide any
information about how the Confidential Documents came into its possession.
FirmDecisions' belated assertion in its letter of 27 May 2016 that it has deleted the
Confidential Documents is wholly inadequate in circumstances where it has failed to
identify the detailed circumstances in which it came into possession of those
4

documents and the individuals to whom the Confidential Documents were shown. It
has also failed to confirm that the Confidential Documents have not been disclosed to
third parties and, notwithstanding its purported concern as to the identity of GroupM,
it has made no offer to provide the information sought to the relevant GroupM
Agencies concerned. Furthermore, FirmDecisions' statement at the end of its letter of
27 May 2016 that it "believes it has minimal Confidential Information (as defined in
the NDA)in its possession" is of grave concern to the Claimants.
18. In the premises, FirmDecisions has acted in breach of the NDA and/or in breach of
confidence and/or FirmDecisions has misused the Confidential Information contained
in the Confidential Documents in that:
18.1

FirmDecisions has received Confidential Information and has refused to return,

or suitably account for, all materials in whatever form including record-bearing
media within its possession, power, custody or control comprising, containing,
derived from, or based on the Confidential Information received, including the
Confidential Documents, and copies of the same, in breach of clause 9 of the
NDA;

18.2

It is reasonable to infer from the failure to return the Confidential Information

(whether contained in the Confidential Documents or in other documents
created by FirmDecisions) and from the terms of the letter of 27 May 2016 that
(i) it has in fact been misused by FirmDecisions, alternatively that there is a
threat that it will be misused by FirmDecisions and/or (ii) it has been disclosed
and/or there is a threat that it will be disclosed to third parties, in breach of
clause 5.3(a) ofthe NDA.

19. Pending disclosure and due to FirmDecisions' refusal properly to respond to the
letters of 11 May 2016 and 23 May 2016, the Claimants are unable to give particulars
of the extent to which FirmDecisions has acted in breach of the provisions of the
NDA and in breach of confidence and/or has misused Confidential Information for a
Purpose which falls outside the limited Purpose identified in the NDA.
20. Unless restrained from doing so, FirmDecisions threatens and intends to retain and/or
to make use of the Confidential Documents (and the Confidential Information
contained therein) for its own purposes and/or to disclose the Confidential Documents
(and the Confidential Information contained therein) to third parties. In support of
5

this contention the Claimants will rely upon the inadequate nature ofthe 27 May 2016
letter (including the reference to FirmDecisions having "minimal Confidential
Information...in its possession") together with the expressed intention of a senior
FirmDecisions' employee, in respect of a GroupM confidential document, that it was
"best to keep it up our sleeve to use when needed. Ijust don't want to be seen to be in
breach ofthe NDA".
21. The Claimants reserve the right to seek an inquiry as to damages, an indemnity under
clause 11 of the NDA and/or an account of the profits made by FirmDecisions for
which they are liable to GroupM and/or the GroupM Agencies, should evidence come
to light which shows that they have suffered a loss.
22. Should it be necessary, at the trial of this claim, the Claimants will seek to rely on,
and seek appropriate relief in respect of, each and every act of misuse and disclosure
of Confidential Information by FirmDecisions, including by its directors, officers,
employees or agents, or otherwise howsoever.
23. The Claimants seek and are entitled to an Order pursuant to article 15 of the
Enforcement Directive and paragraph 26.2 of the Practice Direction to CPR Part 63
for the appropriate measures for dissemination and publication of the judgement to be
taken at the expense of FirmDecisions.
AND THE CLAIMANTS(AND EACH OF THEM)CLAIM:
(1) An injunction to restrain FirmDecision, whether acting by its directors, officers,
employees, or agents or otherwise howsoever from misusing the Confidential
Information in the Confidential Documents whether by communicating or disclosing it to
third parties, using it for its own purposes or using it in any other way whatsoever in
breach ofthe terms ofthe NDA;
(2) In respect of each Confidential Document received by FirmDecisions, an Order that
FirmDecisions do forthwith disclose to the Claimants the date on which the Confidential
Document was provided to it, the identity of the individual (legal or natural) who
disclosed the Confidential Document, the identity of each and every person to whom it
has been disclosed, and information as to precisely what Firm Decisions, its directors,

officers, or agents, did with the Confidential Document, including what use (if any) it
made ofthe Confidential Information contained therein.
(3) An Order for the delivery up on oath to the Claimants of the Confidential Documents,
including the List together with all documents in the possession, power, custody or
control of FirmDecisions comprising, containing, derived from, or based on the
Confidential Documents, including copies ofthe same;
(4) An Order for the deletion on oath of all electronic copies ofthe Confidential Documents,
including the List, and of all electronic documents in the possession, power, custody or
control of FirmDecisions comprising, containing, derived from, or based on the
Confidential Documents;
(5) An Order that Firm Decisions shall disseminate and publish the judgment at its own
expense;
(6) Costs;
(7) Further or other relief.

JOANNA SMITH QC
RICHARD MUNDEN

Statement of Truth
The Claimants believe that the facts stated in these Particulars of Claim are true.

Signed
Nicola McCormick, General Counsel of GroupM
Dated

31 May 2016

Served this 31st day of May 2016 by Squire Patton Boggs(UK)LLP, 7 Devonshire Square,
London EC2M 4YH, telephone 020 7655 1000, reference PAO/LT1/WPP.2-1642, solicitors
for the Claimants.

Claim No:
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
BETWEEN:
(1) GROUPM UK LIMITED
(2) MINDSHARE MEDIA UK
LIMITED
(3) MEDIACOM HOLDINGS
LIMITED
(4) MEDIAEDGE:CIA UK LIMITED
(5) MAXUS COMMUNICATIONS
(UK)LIMITED
Claimants
and
FIRMDECISIONS LIMITED
Defendant

PARTICULARS OF CLAIM

Squire Patton Boggs(UK)LLP

7 Devonshire Square
London
EC2M 4YH
Ref: WPP.002-1642