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

Mr Northall explained why the claimant had refused to accept the contractual undertakings offered. He provided three principal reasons. First, he pointed out that the contractual undertakings would limit the definition of “restricted client” to those operating in the SW7 postcode whereas the South Kensington branch clients were not restricted to SW7. He submitted that the geographical restrictions sought by Mr Marchant and Mrs Hampton would permit them to solicit business from the claimant’s clients based outside SW7 and would not reflect either the restrictive covenants or the claimant’s practical working arrangements.

Secondly, he submitted that the contractual undertakings would exclude Mr Sanghera, Home Minders and Monica Holdings from the scope of any restraints, which would not meet the defendants’ obligations under the restricted covenants.

Thirdly, he submitted that contractual obligations were unsatisfactory in a case concerning breaches of contract. The defendants could not be trusted to adhere to contractual undertakings so that the claimants sought the added reassurance of undertakings to the Court. Mr Northall emphasised that the enforcement of contractual undertakings would require a separate claim to be launched or, at the very least, another court appearance.

In discussion with the Court, Mr Northall submitted that the willingness to offer the contractual obligations showed that in most respects the defendants could tolerate the restrictions that would be imposed by an interim injunction. He submitted that I could and should weigh in the balance of convenience the fact that most of the terms of the draft order appeared, in substance, in the undertakings that Mr Marchant and Mrs Hampton have signed.

I asked Mrs Hampton, who took the lead on oral submissions for the defendants, to explain why she and Mr Marchant were willing to provide contractual undertakings but would not give undertakings to the Court. She did not answer the question.

Mrs Hampton appeared at one stage to suggest that the claimant had positively refused to accept undertakings to the Court. However, there was nothing to stop Mr Marchant or her from offering undertakings to the Court irrespective of the claimant’s position.

I agree with Mr Northall that the willingness to offer undertakings to the claimant but not the Court has two effects. First, in the absence of any good reason to refuse undertakings to the Court, it suggests a lack of commitment to the undertakings. Secondly, it suggests that the balance of convenience lies in imposing on Mr Marchant and Mrs Hampton what they have expressed themselves as willing to do in the undertakings.

As a consequence, the real dispute is whether the balance of convenience favours a geographical limitation and whether an injunction should exclude the three landlords which the defendants wish to be excluded. The defendants’ main argument is that the claimant is so large that solicitation makes no difference to it, whereas non-solicitation will be ruinous to the defendants. The company will fail. Mr Marchant and Mrs Hampton will be unable to support themselves and their families.

In considering the balance of convenience, I take account that the claimants remain free to operate their business. They remain free to solicit new clients. They remain free to make money. There is no proper evidence that, without soliciting the claimant’s clients, their business will fail. There is no proper evidence that, without soliciting the claimant’s clients, they will be unable to manage daily life through lack of money. They have made no money so far from Mr Sanghera or from the other two landlords, but their new business remains alive. Their personal situations will be no different under an interim injunction than now: they will not make money from the claimant’s clients.

On the other hand, unless the defendants are restrained, the claimant is, in my judgment, at serious risk of losing business that it has built up over many years. Its efforts and success at building its business should not be belittled or underestimated because it is big. It is entitled to come to court to enforce bargains struck with its employees, whether it is large or whether it is small. That is what it seeks to do: no more or no less. The balance of convenience falls in favour of the claimant.