Confidentiality agreements-part 2 A crisis of confidence in confidentiality

摘要

Two recent Supreme Court of British Columbia decisions address the interplay of confidentiality and areas of interest clauses in mining-related agreements, and discuss the relationship between contractual confidentiality and common law confidentiality. These two decisions reach quite different conclusions and might make members of the mining industry run to review their outstanding agreements. In Novawest Resources Inv. v. Anglo American Exploration (Canada) Ltd. et al., 2006 BCSC 769, the parties, pursuant to a proposed transaction, entered into a confidentiality agreement containing a one-kilometre area of interest clause. Anglo later staked claims in the West Raglan Extension of the Cape Smith Belt in northern Quebec, three kilometres to 70 kilometres west of the area of interest. Novawest alleged the staking was based on confidential information provided to Anglo by Novawest and sought a constructive trust ordered in its favour over the staked area.