IP Case Law library

Facts

Kamweti, the bank's Company Secretary, was placed on early retirement in July 2013. The bank alleged he unlawfully recorded a Board meeting of 8 July 2013 and disclosed the recording and minutes to third parties, including the Central Bank of Kenya, the Capital Markets Authority and the Law Society of Kenya, via letters dated 2 and 9 August 2013, and sued for breach of confidence in the High Court. Kamweti argued the matter was actually an employment dispute belonging in the Employment and Labour Relations Court.

Issues

Whether the High Court or the Employment and Labour Relations Court had jurisdiction, that is, whether breach of confidence over board minutes is an employment matter or a distinct equitable tort, and the scope of s.87(3) of the Employment Act.

Rule

Constitution of Kenya 2010, Articles 162(2)(a) and 165(5); Employment Act s.87(1)-(3); Employment and Labour Relations Court Act s.12(1); the common law doctrine of breach of confidence, citing Saltman Engineering Co Ltd v Campbell Engineering Co Ltd [1948] 65 RPC 203 and Coco v A.N. Clark (Engineers) Ltd [1969] RPC 41.

Analysis

The Court of Appeal held jurisdiction is determined by the pleaded cause of action, not merely the underlying employment relationship. Breach of confidence is an independent equitable wrong, citing the classic Saltman/Coco confidentiality test, distinct from a contractual or labour dispute; the employment relationship here merely gave Kamweti access to the confidential board minutes but was not itself the subject of the suit.

Conclusion

Appeal allowed; the High Court's order transferring the suit to the Employment and Labour Relations Court was set aside — the High Court retained jurisdiction over the breach-of-confidence claim. Costs to the appellant bank.

Judgement available at kenyalaw.org.