Case No. KB-2025-003035 - [2025] EWHC 2654 (KB)

Mr Marchant began his employment on 10 December 2020. He resigned in December 2024. His employment terminated on 8 January 2025. When he resigned, Mr Marchant was the Head of Lettings. The P45 issued to him following the end of his employment indicates that his total pay for the nine-month period from 6 April 2024 to his leaving date of 8 January 2025 was £67,702.10.

Mrs Hampton began her employment on 5 September 2011. She went on maternity leave on 25 March 2024. Electing after a time to take 12 months leave, she resigned on 13 February 2025. Her employment terminated on 12 March 2025. When she resigned, her job title was “Lettings Manager, South Kensington”. Her P60 for the 12-month period to 5 April 2024 shows that she earned £67,869.59 in that period.

I do not propose to set out in detail the history of changes to Mr Marchant’s and Mrs Hampton’s contracts of employment. It is sufficient to say that, on 20 January 2023, Mr Marchant was issued with fresh restrictive covenants. The key provisions of the covenants are reproduced in the witness statement of Ms Tanya Hasking, who is the claimant’s Letting Operations Director, as follows:

“2.

In order to protect the Confidential Information and business connections of the Company and of each Group Company to which the Employee has access as a result of and in the course of his/her Employment, the Employee covenants (or promises) to the Company that he/she shall NOT [sic] (the following actions and/or inactions in any Capacity):

A)

a) during the Employment and for 12 months after Termination, solicit, canvass, approach or endeavour to entice away from the Company or from any Group Company the business or custom of a Restricted Client with a view to providing services to that Restricted Client in competition with any Restricted Business; or;…

B)

d) during the Employment and for 12 months after Termination, be involved with the provision of services to (or otherwise have any business dealings with or facilitate or assist in any business dealings with) any Restricted Client in the course of any business concern which is in competition with any Restricted Business; or…

C)

f) at any time after Termination, use or allow to be used any document, database or work that was created by the Company or by any Group Company (even if the Employee was the creator or author) as under the Employment, the copyright for (or ownership of) such document, database or work belongs to the Company or to the Group Company at law; or…

D)

g) during the Employment (except in the proper course of his/her duties) and at any time after Termination, transmit, forward, divulge or communicate in any way including by email, printing or memorising any Confidential Information including (but not limited to) information relating to:

i.

clients, customers or business (or prospective clients, customers or business) of the Company or of any Group Company; or

ii.

employees (present or ex-employees) of the Company or of any Group Company; or

iii.

the business, management, finances or affairs of the Company or of any Group Company.

If, at any time, any information described in this paragraph does come into the possession of parties outside the Company or outside the Group Company, the Employee will (immediately upon the Company’s request) require or procure (using best endeavours) the third party immediately to return the information to the Company...

E)

6. During the Employment and for 12 months after Termination, the Employee shall procure using all reasonable endeavours that any business concern (employing or engaging the Employee) which is in competition with Restricted Business will not solicit, canvass, approach or endeavour to entice away from the Company or from any Group Company the business or custom of a Restricted Client”.

There are definitions for various terms in the covenants which, in so far as material, are as follows:

“(a)

Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity whether acting directly or indirectly.

(b)

Confidential Information: information (whether or not recorded in documentary form or stored on any magnetic or optical disk or memory) which is not in the public domain relating to the business, clients (including prospective clients), business contacts, products, affairs and finances of the Company or of any Group Company for the time being confidential to the Company or to any Group Company, including in particular (by way of illustration only and without limitation), information about the Company’s or Group Company’s clients (or prospective clients) or about the Company’s or Group Company’s employees, officers or consultants.

(c)

Employment: the employment of the Employee by the Company.

(d)

Group Company: means any limited company or unlimited company which is a part of the Countrywide Limited group of companies.

(e)

Restricted Business: those parts of the business of the Company (or of any Group Company) in which the Employee was involved or with which the Employee dealt in the 12 months before Termination.

(f)

Restricted Client: any client, firm, company or person who, during the 12 months before Termination, was a client or customer or prospective client or customer of or in the habit of dealing with the Company (or with any Group Company) with whom the Employee had contact or about whom he/she became aware or informed in the course of his/her Employment.

(g)

Termination: the termination (for any reason) of the Employment of the Employee with the Company” (emphasis added).

The claimant does not hold a signed copy of these covenants. Mr Marchant’s case is that he never agreed to or accepted the covenants, which he did not like and regarded as unfair and onerous. He says that he rejected the covenants in common with other employees. He accuses the claimant of being underhand, alleging that the claimant would present new pay deals to staff in an attempt to “slip in” new terms and conditions.

By letter dated 18 December 2023, following changes to Mr Marchant’s remuneration which the claimant regards as enhanced terms, fresh restrictive covenants were again issued, which mirror the covenants that I have read out. Mr Marchant does not agree that he was subject to remuneration enhancement and accuses the claimant of failing to identify new restrictive covenants. He claims to have been discontent with his remuneration package.

As I have said, Mr Marchant resigned on 12 December 2024, giving one month’s notice. He was placed on gardening leave. His resignation followed discussion about his relocation to the Belgravia branch. Mr Marchant informed the claimant in his resignation email that he had no intention of moving. He says in his witness statement that the attempt to transfer him to Belgravia was a way of pushing him out of the company.

At the time of his resignation, Mr Marchant managed a team of three people including Mrs  Hampton. He claims that, contrary to the claimant’s case, he was not a senior member of staff. I accept that the term “senior” (as used by the claimant) is open to interpretation in the context of a large organisation such as the claimant’s business.

Nevertheless, Mr Marchant was the head of the lettings branch as his job title demonstrates. On the basis that any other conclusion is implausible, I accept Ms Hasking’s evidence that, as an estate agent and as a branch manager, Mr Marchant had direct contact with the claimant’s landlord clients.

Mr Marchant does not deny – and could not plausibly deny – that he had contact with three clients in particular: Baljit Singh Sanghera, Home Minders and Monica Holdings Inc. All three of these landlords were clients of the South Kensington branch at the time that his employment with the claimant terminated.

For present purposes I accept Ms Hasking’s evidence – because it is no more than common sense – that Mr Marchant would as the Head of Lettings have been exposed to a range of confidential information about the claimant’s landlord clients – such as the personal details of landlords; financial information including records of fees paid by landlords; and property-specific documents such as ownership documents, tenancy agreements, and records of communications between the landlord, tenant and agency.

Ms Hasking says, and Mr Marchant does not clearly deny, that as the Head of Lettings Mr Marchant was integral to creating the budget and business plan for the South Kensington branch. He was privy to the monthly profit and loss reports of the branch and the weekly KPI reports for the claimant’s entire business. In addition to his own specific work, it is implausible that he would not have been exposed to confidential information about the claimant’s clients in the course of supervising others in the branch.

In his oral submissions, Mr Marchant criticised the claimant on a number of grounds including an allegation that the claimant had taken an intransigent attitude towards a flexible working pattern for him.