Case Nos: IL-2023-000080 and IL-2024-000038 - [2025] EWHC 2561 (Ch)

Fecha: 10-Oct-2025

Restraint of trade

Restraint of trade

260.

The defendants pleaded that certain clauses of the RMG EUT were in restraint of trade insofar as they purported to prevent a licensee from extracting or re-utilising insubstantial parts of the contents of the database or from using the Ideal Postcodes service to retrieve, validate or cleanse addressing information. As to the first, this was no part of IDDQD’s case. As to the second, I refer to my discussion above in relation to the RMG EUT and restraint of trade. For the reasons given there I find that they are not in restraint of trade.

261.

The defendants also argued that clauses 3.1.2, 3.1.3, 5.7(vi) and 7.2(1) were in restraint of trade. These are the pleaded reasons (original italics):

‘(i) As to 3.1(2) this prohibited reselling (including for free) and also copying when this is what an API is for, updating data in one’s own records.

(ii)

As to 3.1(3)(i) this prevents API use by “competitors” which is anti-competitive and unreasonable.

(iii)

As to 3.1(3)(ii) this prevents data cleansing by the API which had been permitted in the previous terms and was also the subject of an express representation in the 2018 terms such that “You may use the Ideal Postcodes Service to retrieve, validate or cleanse addressing information” and the Defendants wanted that service and relied upon that representation.

(iv)

In relation to 5.7(iv), this seeks to prevent use of the cleansed and verified data or database by third parties which is unreasonably restrictive and would render the API service meaningless.

(v)

In relation to clause 7.2(1), this seeks to prevent resale of distribution of cleansed and verified data, defeating the purpose of the API service.’

262.

Mr Smith said nothing about this in his oral argument. The defendants’ opening and closing skeleton arguments make brief reference to restraint of trade but give little further detail as to how the defendants frame their case. The closest they come is in the draft opening skeleton:

‘Ds also argue that terms on which IDDQD relies were an unreasonable restraint of trade: … This can have a similar contour to Lawful user in this context and/or will overlap with Competition law defences and counterclaim.’

263.

This must be a reference to the counterclaim in the RMG action. No point was raised by either side about the pleaded reference to ‘an unreasonable restriction on a lawful user’, as echoed in the opening skeleton. If it was intended to be a stand-alone defence it was nowhere explained. I must assume that the defences of restraint of trade and restriction on lawful user not only have a ‘similar contour’ – they are the same.

264.

The particulars of the competition law defence in the RMG action are set out in some detail, but I do not know which parts are said to overlap with the case on restraint of trade in the IDDQD claim and which are supposed to share contours.

265.

IDDQD pointed out that Mr Smith was not obliged to enter into the agreement in that other sources of address data were available, as Mr Smith conceded in cross-examination. IDDQD argued that Mr Smith wanted the benefit of a licence under IDDQD’s database right and anything less than an unrestricted licence was, according to Mr Smith, in restraint of trade.

266.

That may or may not address the points that the defendants were trying to make under this head. I am anyway nowhere near satisfied that the defendants have established on the evidence that any of the clauses complained of in the agreement between Mr Smith and IDDQD are in restraint of trade.

Additional damages

267.

For the reasons given above in respect of RMG’s entitlement to additional damages, IDDQD is likewise entitled.