My trade secrets have been stolen by a foreign company: can I start proceedings in Belgium?

During acquisition talks, you share crucial company information under a strict confidentiality agreement. The deal jumps off, and suddenly you see that the foreign counterparty is using your concepts and data in a competing project. You want this to stop immediately. Can you take this to the Belgian courts? According to a ruling by the Ghent Court of Appeal on 10 February 2025, the answer is not obvious. Jurisdiction depends on where the unlawful act (the misuse) took place, which is often abroad.

The facts: from cooperation to competition

The case concerned a group of Belgian companies, active in the development of advanced robotics software, including a specific platform called 'ZBOS'. As of mid-2019, they were in intensive talks with a large German group, HAHN Automation Group, about a possible acquisition.

In June 2020, aLetter of Intentwas signed that contained a strict confidentiality clause. Subsequently, 25 individuals from the German group were given access to a "data room" containing highly sensitive information:

• Commercial strategies
• Customer and distributor lists
• Technical presentations on the 'ZBOS' architecture.
• Conceptual elaborations for a new European platform called 'United Robotics'

In late February 2021, the HAHN Group unilaterally ended negotiations, referring to difficult market conditions due to the COVID-19 crisis.

A short time later, the Belgian entrepreneurs found that the German group had created a new company: the United Robotics Group (URG). According to them, URG was a copy of the concepts they had presented during the negotiations. In addition, their customers and suppliers, such as SoftBank, were approached and persuaded to terminate the collaboration and to engage with the new German entity.

The Belgian companies initiated injunction proceedings in Belgium over the unlawful acquisition and use of their trade secrets and unfair market practices.

Appeal court decision

Both the president of the Enterprise Court at first instance and the Ghent Court of Appeal on appeal declared themselves to be without jurisdiction to hear the case.

The core of the reasoning is based on European regulations, particularly the Brussels Ibis Regulation (No. 1215/2012), which governs international jurisdiction in civil and commercial matters.

The main rule is that a defendant (in this case the German companies) is sued in the courts of its own member state (Germany). An important exception to this is Article 7.2 of the Regulation, which provides that, in the case of a tort, one may also commence proceedings in the courts of "the place where the harmful event occurred or may occur“.

The court ruled that the "damaging event" was not the (lawful) knowledge of the information in Belgium, but rather the unlawful decision to misuse that information. Those decisions - such as the creation of URG, the development of a competitive platform and the shedding of customers - were made at the registered office of the German companies in Germany. Thus, the location of the wrongful act is in Germany, giving the German courts exclusive jurisdiction to adjudicate this prohibitory injunction claim.

Legal analysis and interpretation

This judgment is a textbook example of the complexity of international jurisdiction rules. The judgment relies entirely on the settled case law of the European Court of Justice on Article 7.2 of the Brussels Ibis Regulation. This article allows the plaintiff to choose between two forums:

1. The Locus delicti: the location of the damaging event.
2. The Locus damni: the place where the direct damage occurs.

The Belgian plaintiffs argued that the injury was suffered in Belgium (locus damni), since their market share and sales were affected here. However, the court of appeals did not follow this reasoning for a prohibitory injunction.

The ratio decidendi of the court is that the purpose of a prohibitory injunction is to stop the unlawful procedure itself. For the proper administration of justice and the efficient organization of proceedings, it is logical to designate the judge of the place where those actions are taken and where the decisions are made. This is the domicile of the infringer. After all, a prohibitory injunction must be executed there.

The court makes a subtle but crucial distinction: in a claim for compensation the locus damni (Belgium) may well be a valid basis for jurisdiction, but only for damages suffered on Belgian territory. For a prohibitory injunction, the locus delicti (Germany) takes precedence.

What this specifically means

• For the Belgian company sharing confidential information: This ruling is an important warning. You cannot simply assume that you can turn to Belgium in the event of abuse by a foreign party. It is therefore essential to contractually stipulate not only confidentiality in the non-disclosure agreement (NDA), but also the competent court (choice of forum) and the applicable law .
• For the foreign party receiving information: Please be aware that the decisions made at your headquarters will determine which court has jurisdiction. The fact that the information was received in Belgium does not automatically mean that the Belgian court has jurisdiction in a dispute over its use.
• Strategic advice: A preventive approach is crucial. Get legal assistance in establishing a Letter of Intent and a non-disclosure agreement. A well-developed forum selection clause can avoid discussions like the one in this ruling and save you a lot of time and resources.

FAQ (frequently asked questions)

What is the difference between the "locus delicti" and the "locus damni"?
The 'locus delicti' is the physical place where the tort is committed (e.g., the decision to abuse at the registered office in Germany). The 'locus damni is the place where the consequences of that act manifest themselves and the damage is concretely suffered (e.g., the loss of sales for the Belgian company in Belgium).

Could a forum selection clause in the confidentiality agreement have prevented this?
Most likely yes. In principle, if the parties had explicitly agreed in their contract that the Belgian courts would have jurisdiction over all disputes, the courts should have respected this choice. This is a powerful tool to create legal certainty in international contracts.

Does this ruling mean that my trade secrets are not protected from foreign actors?
No, your trade secrets are indeed protected. This ruling is not about the merits of the case (whether there was effective misappropriation), but only about the question of which court is competent to rule on it. The Belgian companies can still bring their claims, but will have to do so before the competent German court.

Conclusion

Protecting trade secrets in an international context requires more than a standard confidentiality agreement. As this ruling by the Ghent Court of Appeal illustrates, the rules surrounding international jurisdiction are complex and can determine whether you can effectively enforce your rights. A proactive legal strategy, even before negotiations start, is indispensable to avoid unpleasant and costly surprises.