When Clients Share Your Proposals: Understanding the English Law of Confidence

Picture this: you’ve spent days or weeks preparing a detailed proposal or statement of work for a potential client. It outlines your pricing, your unique approach, and the way you’d deliver results. Then you find out that the client has forwarded your document to a competitor to “see if they can match it.”

It feels unfair — and it is. What many service providers don’t realise is that English law can protect this kind of information through something called the law of confidence.

What Is the Law of Confidence?

The law of confidence is part of English common law. It protects information that is shared in private or under circumstances where confidentiality is expected. It stops someone from using or sharing your information without your permission.

Courts have set out three main criteria that must be met for information to be protected under this law:

1. The information must have the necessary quality of confidence.
   It should not be public or easily available. Proposals or statements of work often qualify because they contain original pricing, strategy, or know-how.
2. It must have been shared in circumstances that imply an obligation of confidence.
   This could be under a formal agreement (like an NDA) or simply because it was shared in a business context where confidentiality is clearly expected.
3. There must be unauthorised use or disclosure that causes harm.
   For example, a client passing your proposal to a competitor to get a cheaper quote would likely cause you commercial harm.

Practical Steps for Businesses

To give yourself the best protection, you can take a few simple steps that reflect these legal principles. Clearly mark your proposals and statements of work as “Confidential”, and make sure they’re only sent to people who genuinely need to see them. Include a short note saying that the information is provided for evaluation only and not to be shared further. Keeping records of what you sent and to whom can also make a big difference if problems arise later.

What If Someone Breaches Confidence?

If your confidential information is misused or disclosed without permission, English law offers a range of remedies. A court can order the other party to stop using the information, prevent further disclosure, and, in some cases, award damages or other compensation for any loss you’ve suffered.

Why Contracts Still Matter

Although the law of confidence can apply even without a written agreement, it’s always best to reinforce it through contracts. Non-disclosure agreements (NDAs) and confidentiality clauses in service contracts help by making the rules clear from the start. They define what counts as confidential, how long it must be kept secret, and what happens if it’s misused.

Having these clauses in place not only strengthens your legal position but also signals professionalism and trustworthiness in business relationships.

Final Thoughts

Your proposals and statements of work often represent your most valuable know-how and competitive edge. The law of confidence under English law helps protect that value — especially when combined with sensible practical steps and clear contractual terms.

Protect your information as carefully as you protect your ideas — because, in business, they often amount to the same thing.