[2025] EWHC 2873 (KB)

The Defendant’s 2017 contract contained the following covenants and definitions:

“17.

POST-TERMINATION RESTRICTIONS

In order to protect the Confidential Information, trade secrets and business connections of the Organisation and each Group Company to which you have access as a result of your employment, you covenant with the Organisation (for itself and as trustee and agent for each Group Company) that you shall not for the period of 6 months after termination:

• Solicit or endeavour to entice away from the Organisation or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or

• In the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Organisation or any Group Company any Restricted Person; or

• Be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or

• Be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or

None of the restrictions in clause 17 shall prevent you from:

• Being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or

• Being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which you were not concerned to a material extent in the twelve months prior to Termination. …”

Definitions:

“Restricted Business: Those parts of the business of the Organisation and any Group Company with which the Employee was involved to a material extent in the twelve months prior to Termination.

Restricted Customer: Any firm, company or person who, during the twelve months prior to Termination, was a customer of or in the habit of dealing with the Organisation or any Group Company with whom the Employee had contact or about whom he became aware or informed in the course of his employment.” (I have added the italics).

The RCC in this contract, at bullet point 3, prevented the Defendant from being involved in any Capacity with any business concern which is (or intends to be) in competition with the Restricted Business for 6 months. This anti-competition clause was subject to three reliefs: (1) geographic – it was restricted to the area where the Defendant worked (so London); (2) role – it only applied to similar services or activities; and (3) the definition of Restricted Business was only in relation to the parts of the business with which the Defendant was concerned to a material extent in the year before departure.

The 2022 contract contained the following restrictive covenants:

“19.

POST-TERMINATION RESTRICTIONS

In order to protect the Confidential Information, trade secrets and business connections of the Organisation and each Group Company to which you have access as a result of your employment, you covenant with the Organisation (for itself and as trustee and agent for each Group Company) that you shall not for the period of 12-months after the Termination Date:

• Solicit or endeavour to entice away from the Organisation or any Group Company

the business or custom of a Restricted Customer with a view to providing goods or

services to that Restricted Customer in competition with any Restricted Business;

or

• In the course of any business concern which is in competition with any Restricted

Business, offer to employ or engage or otherwise endeavour to entice away from

the Organisation or any Group Company any Restricted Person; or

• Be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or

• In competition with the Organisation or any Group Company, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or

The restrictions imposed on you by this clause 19 apply to you acting, directly or indirectly, and on your own behalf or on behalf of, or in conjunction with, any firm, company or person.”

The definitions clause provided that:

“Relevant Confidential Information: Confidential Information which would be of value to any business which competes or is preparing to compete with the organisation or an Associated Company, including, without limitation, Confidential Information that would enable it to:

(a)

review, amend, change or introduce products, services, systems, processes, proposals, forecasts, terms of trade or strategies (including, but not limited to, marketing and/or sales strategies); or

(b)

otherwise gain a competitive advantage.

Restricted Business: Those parts of the business of the Organisation and any Group Company with which you were involved to a material extent in the twelve months prior to the Termination Date or in respect of which you had access to Relevant Confidential Information in the course of your employment.

Restricted Customer: Any firm, company or other person who, during the twelve months prior to the Termination Date, was a customer of the Organisation or any Group Company with whom you had material contact or dealings or in respect of whom you had access to Relevant Confidential Information in the course of your employment.” (I have added the italics).

The third bullet point in the clause 19 RCC therefore restricted the Defendant from competing by being involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business for 12 months, extending the duration by doubling it. Furthermore, the reliefs in the 2017 contract were removed, thus the scope of the RCC was widened. So, (1) geographic – it was not expressly restricted to the area where the Defendant worked (London); (2) role - it was not restricted to only similar services or activities; (3) As for the definition of Restricted Business, it was broadened to add “or in respect of which you had access to Relevant Confidential Information in the course of your employment”, so, not just material involvement but also access to information. Further, there was a new definition of Relevant Confidential Information which covered information which would be of value to any business which competes or is preparing to compete with the organisation or an Associated Company. No definition of Associated Company was given although there was a definition of Group Company, but that term was not used.