Salt v Prysmian and the CLV “Leonardo da Vinci” ship-design dispute explained
Salt v Prysmian, the story of how Salt’s cable-laying ship design was sidelined as Prysmian pursued Vard’s alternative that became the CLV “Leonardo da Vinci.”
Prysmian is a global cable company that wanted a brand-new cable-laying vessel. In early 2017 it ran a design tender. Salt, a Norwegian ship designer, won and signed a Short Form Agreement (the “SFA”) on 13 July 2017, becoming the “exclusive designer” for the project. Everyone expected that Salt would do the concept and basic design work, and that the chosen shipyard would later hire Salt directly for the rest. The plan was clear enough that Prysmian’s shipyard tender documents even told yards they “must” subcontract Salt for the basic design. That was the starting point of the relationship.
What happened next is the heart of the case. Through the second half of 2017, Salt and Prysmian (with consulting help from V.Delta) iterated the design: drawings changed, specifications grew, and the tender pack that would go to shipyards was prepared. In late September 2017, Prysmian sent that pack—including Salt’s general arrangement plan and a 170-plus-page specification—to shipyards so they could price the build. Three yards answered: Vard, PaxOcean, and Damen. Vard’s quality scores were strong, but its price was high. As the year ended, Prysmian pressed yards for better numbers. That’s normal in ship procurement, but here’s where the path bent. Salt says Prysmian and Vard moved from “how do we make this Salt ship cheaper” into “what if we made it a Vard ship,” and they did it before Salt’s exclusive period ended. That switch—plus how Salt’s drawings and specs were used while Vard rushed out an alternative design over the Christmas–New Year break—is what Salt called the “Christmas miracle” and what the court had to examine.
The judge walked through the timeline. By mid-December 2017, Prysmian was still telling Vard its bid—based on the Salt design—was too expensive. A revised price came on 19 December, still high. Around that time, Vard began working up a Vard-authored alternative. Salt pointed to the speed of that work and the similarities to Salt’s own layout and specs as red flags that its materials had been used as a springboard. The court accepted that these questions about who used what and when mattered because Salt’s GA plan and specification were plainly central documents: they are the core maps of a ship project and the contract had rules about how they could be shared or used.
Two legal tracks were in front of the court. First, the straightforward contract claim: Salt said Prysmian broke the SFA by not ensuring Salt would be the designer hired by the shipyard. Second, the confidence and conspiracy track: Salt said that Prysmian let Vard use Salt’s design materials, against the SFA and against basic confidentiality duties, and that Prysmian and Vard combined in an unlawful means conspiracy to cut Salt out. The judge split the trial so that the “vanilla” contract claim would be decided fully now, and the confidentiality/conspiracy questions would be decided for liability now with money and injunction issues left for later.
On the “vanilla” contract claim, the judge decided against Salt. He accepted that Prysmian did breach the exclusivity provision in clause 1.1 in December 2017 by discussing and moving toward a Vard-authored design while Salt was still meant to be exclusive. But he also decided that this breach didn’t actually cause the project to miss the 31 January 2018 target for choosing a yard, and it didn’t produce any real money loss. The reasons the project missed that date were different: Damen’s yard situation was uncertain, PaxOcean’s price rose and responsibilities were disputed, and Vard’s offer to build the Salt design stayed too expensive for Prysmian. Because the SFA allowed Prysmian to consider other designers after 31 January 2018, the court said even if Prysmian “jumped the gun” in December, it would have been free to choose a different designer in February anyway. So Salt got nominal damages only on this part, and its larger “you should have guaranteed us the design work” claim failed.
That clears up the contract picture: yes, Prysmian broke the exclusivity rule for a short window, but it didn’t change the outcome on yard selection before the January deadline, and it didn’t create compensable loss. The court was plain about it: the “vanilla” damages claim fails and only nominal damages are available for that brief clause 1.1 breach.
The second track—confidentiality and conspiracy—went very differently. The SFA had an express confidentiality clause (clause 6.4) that limited how the general arrangement and the building specification could be shared or used with third parties. On the facts, the court found that Prysmian overstepped those limits and also crossed the separate equitable line that protects confidential information. In short, Prysmian acted as if it could use Salt’s GA and specification as it wished once it had paid for them; the court rejected that view and found the opposite: Prysmian was bound by the SFA’s restrictions and by general duties of confidence, and it breached both. The court also found Prysmian committed the tort of unlawful means conspiracy. Money and any injunction will be assessed later, but liability is fixed.
Why does that matter? Because the legal consequences of a confidence breach are broader than simple contract damages. The judge confirmed that the United Kingdom’s Trade Secrets (Enforcement etc.) Regulations 2018 applied here. He held that Salt’s information met the definition of a trade secret (it was genuinely secret in its configured whole, had commercial value, and Salt took reasonable steps to keep it secret) and that Prysmian’s acquisition/use/disclosure was unlawful because it breached confidence. That opens the door to remedies like injunctions, corrective measures, and possibly compensation routes under the Regulations. The judge rejected Prysmian’s arguments that the Regulations were inapplicable because much happened outside the UK or because the Regulations came into force after some of the early design steps; he said English law governed Prysmian in this proceeding and the factual findings supported the Regulations’ use against Prysmian.
The judgment also tackled exemplary damages. These are special damages, awarded only in limited, serious cases to punish and signal that the law will not tolerate certain conduct. The judge laid out the principles and held that exemplary damages are, in principle, available on Salt’s unlawful means conspiracy claim. Whether they will be awarded, and if so how much, will be decided later with a full look at the numbers and further relief. For now, the key point is availability on the facts as found.
Putting it all in simple terms: Salt won on secrecy and fairness; Prysmian wrongly used Salt’s protected design documents and worked with Vard in a way the law calls an unlawful conspiracy. Salt lost the big, simple contract claim for guaranteed design work because Prysmian was allowed to look elsewhere after 31 January 2018, and the missed deadline wasn’t caused by Prysmian’s December conduct. That’s why the contract damages part ends at a token amount. But on the confidentiality and conspiracy side, Salt established liability and can now pursue strong remedies.
The court’s reasoning also dealt with one more practical point. There was an indemnification agreement between Prysmian and Vard on 24 April 2018, drafted as if Prysmian would promise Salt not to use the Salt design at all. The judge noted this document but treated it as a side detail: there was no evidence that Prysmian actually gave such an undertaking to Salt, and the important part is not the paper promise but the real-world use of Salt’s materials and the breaches that had already happened. The tension the judge saw was this: Prysmian argued it relied on Vard’s assurances that Vard would not use Salt’s design, even while Prysmian itself behaved as if it could use Salt’s GA and specification because it had paid for them. The court rejected Prysmian’s “we paid so we can use” theory and treated the confidentiality clause as binding.
If you’re not a lawyer, here’s the clean version of the lessons. First, “exclusive designer” means exclusive for the time the contract says; jumping early can still be a breach even if it’s only for a few weeks. But to win big money for that, you must show that the early jump actually caused a real loss. Salt couldn’t show that, because by the February date Prysmian lawfully could have done the same thing it did in December—go with a different designer—and the project’s delays had other causes like pricing and yard integration. Second, confidentiality clauses on design documents aren’t decoration. If the agreement says you can’t share the GA plan and specification freely, and you go beyond those limits, you’re asking for trouble. Here, the court said Prysmian breached clause 6.4 and the broader duty of confidence, which is a serious finding. Third, when a buyer and a rival supplier coordinate in a way that uses protected information to outflank the incumbent designer, that can become an “unlawful means conspiracy,” which unlocks heavier remedies. Fourth, the modern trade secrets law gives courts extra tools: they can stop ongoing misuse, order corrective measures, and in some cases tailor compensation if an injunction would be disproportionate. The court said those tools are available here.
Now let’s finish with the judgment result, naturally and in detail, because that’s what matters most. The court held that Prysmian breached the SFA’s confidentiality clause 6.4 and its equitable duties of confidence by how it handled and used Salt’s design documents (including the GA plan and specification). The court also held that Prysmian committed the tort of unlawful means conspiracy. For these two wrongs, Salt has established liability. The exact amounts of money (damages) and whether the court will issue injunctions or other orders are left to a later stage; the judge also confirmed that the 2018 Trade Secrets Regulations apply to this dispute and may shape the remedies. In addition, the court decided that exemplary (punitive) damages are, in principle, available for the conspiracy claim, with the final decision on whether to award them and how much to come later. On the separate, simple contract claim—Salt’s “plain vanilla” theory that Prysmian had to ensure Salt got the full design work—the court ruled against Salt: the project’s failure to hit the 31 January 2018 milestone and the lack of a shipbuilding contract by then were not caused by a Prysmian breach, and after that date Prysmian was entitled to choose another designer. The judge did find that Prysmian breached the exclusivity promise in December 2017, but that breach did not cause loss; Salt therefore gets nominal damages only on that limited point. That is the full, direct outcome of the case as decided.
