Confidentiality rings in procurement challenges: Lime Technology v Liverpool City Council sets new precedent

The Technology and Construction Court's recent decision in Lime Technology Limited v Liverpool City Council [2025] EWHC 1654 (TCC) provides valuable guidance on confidentiality ring applications in procurement challenges, particularly where commercially sensitive competitor information is at stake.

Case Background

Lime Technology, an unsuccessful tenderer in Liverpool City Council's micromobility services procurement, challenged the decision to award the contract to Bolt Operations UK Limited. Lime sought specific disclosure including Bolt's pricing submission and contemporaneous evaluation documents, necessitating a confidentiality ring order (CRO) to protect Bolt's commercially sensitive information.

The central dispute concerned whether Mr Raccagna, Lime's Senior Director of Government Affairs for Southern Europe, should be included within the confidentiality ring alongside external legal advisers.

Competing Positions

Lime argued that including a client representative was essential for making informed decisions about the viability of their abnormal pricing challenge. They proposed extensive undertakings preventing Mr Raccagna from participating in UK procurement processes involving Bolt for 12 months without consent.

Bolt, whilst not a party to proceedings, strongly objected through witness evidence from its legal director. Their concerns centred on irreparable competitive harm, given both companies' global operations and ongoing tender participation. Bolt emphasised the practical impossibility of proving inadvertent misuse of confidential information and the inadequacy of available remedies.

Liverpool City Council supported an external advisers-only ring, citing the TCC Guide's recognition of "two-tier" arrangements and the high strategic value of pricing information.

Legal Framework Applied

Deputy High Court Judge Roger ter Haar KC applied the established balancing test from Libyan Investment Authority v Societé Générale SA, considering factors including risk severity, the desirability of including client representatives, information importance, and practical considerations.

The Court of Appeal's guidance in OnePlus Technology v Mitsubishi Electric Corporation proved particularly relevant, emphasising that external eyes only arrangements are "exceptional" and require "careful scrutiny to ensure no resulting unfairness."

Key Findings

The judgement accepted Bolt's legitimate commercial concerns but found Lime's interest in having organisational access to pricing information equally valid. Crucially, the court recognised that lawyers alone cannot adequately assess commercial challenges without informed client input, particularly regarding statements of truth in pleadings.

The judge rejected the staged disclosure approach advocated by Liverpool City Council, noting that procurement challengers require early access to make informed decisions about pursuing expensive litigation. This practical consideration proved decisive, acknowledging the limited initial visibility unsuccessful tenderers have of evaluation processes.

The court also dismissed suggestions that an independent expert could substitute for a client representative, emphasising Lime's entitlement to form its own commercial view based on internal knowledge and experience.

Strategic Implications

This decision reinforces the presumption favouring client representative inclusion in confidentiality rings, even where competitors raise substantial commercial concerns. The judgement demonstrates courts' willingness to accept comprehensive undertakings as adequate protection against misuse, despite practical enforcement difficulties.

The emphasis on early-stage access in procurement challenges reflects the commercial reality that disappointed tenderers must quickly assess their prospects to avoid prolonged uncertainty for all parties.

Lime Technology Limited v Liverpool City Council illustrates the careful balance courts must strike between fair trial rights and legitimate commercial confidentiality concerns, with the scales typically favouring procedural fairness over speculative competitive harm.