INTERIM APPLLICATIONS COURT
The Royal Courts of Justice
Strand
London WC2A 2LL
BEFORE:
THE HON. MR JUSTICE BRYAN
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BETWEEN:
POLITICAL LOBBYING & MEDIA RELATIONS LIMITED
Claimant
- and -
WILLIAM SAVAGE
Defendant
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MR CHANDLER (on behalf of Purpose Law) appeared on behalf of the Claimant
MR MACLACHLAN (on behalf of Streathers Solicitors LLP) appeared on behalf of the Defendant
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APPROVED JUDGMENT
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MR JUSTICE BRYAN:
INTRODUCTION
The parties appear in the interim applications court this morning on the hearing of an urgent application for an injunction to enforce the Applicant's ("PLMR") restrictive covenants in an employment contract ("the Employment Contract") with the Respondent, Mr Savage. PLMR's positions is that restrictive covenants have been breached and should be enforced by the granting of the injunctive relief sought in the draft order that is before me.
In contrast, and whilst Mr Savage acknowledges that he has set up on his own, he contends: (1) that the covenants are an unenforceable restraint of trade; (2) that PLMR have unduly delayed enforcing the covenants; and, (3) that there is too little time left remaining before expiry of the restrictive covenants for it to be appropriate to grant the relief sought.
The application is supported by two witness statements served on behalf of PLMR, Tessa Laws and Kevin Craig. The application is opposed in the witness statement of Mr Savage. I have also had the benefit of Skeleton Arguments served on behalf of PLMR and Mr Savage, respectively, as well as a bundle of authorities relied upon by each of PLMR and Mr Savage.
BACKGROUND
B.1 The Employment Contract, the restrictive covenants and the resignation
The Employment Contract of Mr Savage, as signed by him, is in the form of PLMR's standard form employment agreement and provided for "Post-Termination Restrictive Covenants at Clause 27.1". It contains two covenants, each of which PLMR submits have been breached:
"27.1: During the Employment, the Employee is likely to obtain confidential information and personal knowledge of and influence over the employer's clients, customers and employees. As a result, and in order to protect the Employer's legitimate business interests, including the Confidential Information, the Employee agrees to observe the following restrictive covenants after the termination of their employment (the Termination Date):
27.1.1: The Employee covenants that they shall not, for a period of 6 months from the Termination Date, on their own account or for or with any other person (whether natural or legal), directly or indirectly carry on or be engaged in any activity or business that is or intended to be in competition with the business of the Employer that was carried on by the Employer at the Termination Date and with which the Employee was concerned or connected with at any time during the 3 months prior to the Termination Date.
"27.1.2: The Employee covenants they shall not for a period of 6 months from the Termination Date whether on their own behalf or for or with any other natural or legal person, directly or indirectly seek orders from or solicit the custom of, or deal or otherwise do business with the Employer's current and prospective clients or customers or such other natural or legal person that the employer is in the habit of doing business with prior to the Termination Date."
Mr Savage had worked under the Employment Contract since April 2020 (but his previous contract contained the same restrictions). At the time of entering into this contract, his role was associate director head of Birmingham between December 2019 and 30 September 2021. His employment in relation to PLMR is set out at paragraphs 7 to 10 of Mr Savage's witness statement (which I bear well in mind), which is consistent with the evidence of Mr Craig on behalf of PLMR at paragraphs 6 and 7.
I would simply interpose at this point that the job title of Associate Director Head of Birmingham is, I am satisfied, a senior role within the company in relation to business in the Birmingham area. I did not understand the contrary to be suggested. In this regard, Mr Craig gives the following evidence which I accept:
As a senior employee and Board Director with management responsibilities for the Midlands region, a key practice area, two offices and Mr Savage had access to PLMR's clients, systems, and other commercially sensitive data. He had access to all client and new business files, and access to highly confidential client and new business information, as well as confidential information about the operations, finances and systems of the company. Mr Savage was also privy to employees' confidential information, such as salaries, bonuses and promotions, within his own teams, alongside being involved in decision-making on key business decisions."
It is apparent that the parties fell out badly at the end of Mr Savage's employment. It is clear that Mr Savage was laying the groundwork for leaving the business and setting up in competition to PLMR. In particular, Mr Savage incorporated his competing business ("Marca Strategy") prior to leaving PLMR. However, that is not alleged to be a breach of the Contract of Employment. It was simply a step taken by Mr Savage in relation to the setting up of his business on his account in due course.
However, it is PLMR's case that they did have grounds to terminate for gross misconduct but did not do so. In this regard, Mr Craig wrote to Mr Savage on 10 June during the notice period, it is said, to draw a line under the issues and reminding him of the restrictive covenants. In that letter, which also attached a draft letter dated March 2025 which was never provided to Mr Savage, the letter of 10 June, which was two days before Mr Savage went on holiday before the ending of his employment, the letter stated as follows:
" You can believe this or not but please don’t take it as a sign of weakness, or a reluctance to take legal action in the six months following your departure if it becomes necessary – it’s because ultimately we don’t have the negative energy to do it, and nor do I have the desire to inflict that on you, at this stage of your life, with the pressures of a young family, and about to embark upon the next stage of your career. Also, whilst how you have handled yourself since the resignation has been lamentable from PLMR’s perspective, there were many good years and I also recall, that to my face at least, when I went through a ton of grief a year ago you were kind to me. For the avoidance of doubt, nor have we had the negative energy to examine your emails to examine further how you have conducted yourself – we have not wanted to put the time into it not least when it was already clear in many ways that you had breached your contract and your duty to act in good faith.
Process is not your strong point – your words not mine - so I wanted to remind you in writing and set out formally the restrictive covenants in your contract, just for completeness and in common with what we do when senior people leave the business."
Then the letter concluded with quoting from the clause in question, which I have already quoted, and ended:
"So, that's that. Felicity will meet you tomorrow to go over all the admin and pick up any outstanding matters that are between you and the company.
All this aside, I wish you and your family all health and happiness in the future.
Kevin
Kevin Craig,
Founder and CEO."
Both parties made submissions about that letter during the course of the hearing. It is common ground that I cannot, and should not, investigate whether or not the allegations of breach were correct or not. That is not part of the proceedings that are before me today.
It is said on behalf of Mr Savage that, at the lowest, this letter shows that PLMR's antennae were raised about the possibility of breaches of the covenants. In any event, it is common ground that it was only on 23 September that PLMR actually became aware that Mr Savage had committed breaches of the restrictive covenants.
On 23 September 2025, "Muse" emailed PLMR naming Marca Strategy as the public affairs agency appointed for two sites which Muse and "ECF" (both clients of PLMR) were working on. It is right to note, as Mr Savage does, that he was in copy on two earlier emails to PLMR on 15 September and 8 September, but it is not suggested on his behalf that his breach would be readily apparent from such correspondence. It is clear, however, that the breach was clear from the substantive content of the email on 23 September 2025. I merely note at this point that I do not consider that it can be suggested that there was any delay prior to 23 September.
Correspondence then followed. On 25 September, PLMR sent an email letter to Mr Savage which began, "I write because we now have clear evidence that you're undertaking paid work for PLMR clients now during the six month restrictive period following your departure," and on the next page it clearly identifies Muse, ECF and a further entity ("Frasers") that PLMR had done some work for previously. The letter continues with requiring a written undertaking in a form that was attached, the written undertaking being that they had and shall immediately cease all such work and that they will fully comply with their contractual obligations. Failing that, the undertaking being given, "We will commence legal proceedings against you without further notice," and it then sets out what those might be.
That did not produce any response from Mr Savage at all. That led, in due course, to a letter before action on 10 October 2025 which referred back to the letter of 25 September. It is right that there is, therefore, a 15 day period between the two and certainly, by responding on 10 October 2025, PLMR were not adopting as aggressive a strategy as some claimants in their position might have done so. However, I do accept that they genuinely hoped that they would get a response, and they genuinely hoped that it might be possible to deal with matters by way of undertakings amicably and without having to use a sledgehammer to crack a nut if undertakings could be given.
I am satisfied that they have responded within a reasonable time, on 10 October, when they sent the detailed letter before action that they did. In that once again, and amongst other things, they sought undertakings to be provided.
That did result in a response on 14 October in which Mr Savage denied that there had been a breach of the contract of employment and said, "[p]lease provide the evidence that your client seeks to rely upon as referred to you in Section B "Breaches" of your letter." Lower down in the same letter, Mr Savage also reserved his position on the enforceability of such covenants. He said he had taken legal advice from specialist commercial litigation solicitors and had been advised, in view of the delay and lack of specificity in the allegations, that the letter did not comply with the correct protocol and does not justify injunctive relief.
That resulted in a response on 16 October which was, in fact, to Mr Baker of Streathers Solicitors who, by this stage, were instructed in relation to the matter. That addressed, amongst other things, what the nature of the breaches were and referred to evidence not only in relation to Muse Developments and ECF, but also work done for Frasers Group Plc. The letter, again, ended with a hope that formal proceedings could be avoided, "we, again, enclose a draft undertaking," and a deadline was set of 21 October.
That was responded to by Streathers, on behalf of Mr Savage, on 17 October and, again, there was no admissions of breach, and the response asked for the documentary and testimonial evidence that was relied upon in support of the allegation of breach.
In terms of the action threatened, and the merits part, it was said:
"…with the delays on the part of your client in bringing any proceedings, and the fact that the covenants even on their face have fewer than three months to run, injunctive relief, being discretionary in nature, is wholly inappropriate in this case."
If matters had stopped there, one might have expected proceedings to be commenced soon thereafter, not least given the deadline that had been indicated. However, it is common ground that there without prejudice correspondence followed, which is obviously privileged and which neither party can go behind. It suffices to say that it appears that the without prejudice correspondence continued until shortly before the end of October 2025. What I consider that does show is that there must have been substantive without prejudice exchange of correspondence for it to take place over that period of time. The Court, of course, encourages parties to seek to resolve disputes through such correspondence wherever possible. I do not consider that it can be said that there was any period of delay whilst without prejudice correspondence was ongoing in that period to the end of October.
The proceedings were then commenced on 10 November, and have progressed speedily through evidential stages to be before the interim applications court on 18 November 2025. In this regard, Mr Savage himself filed his evidence on 15 November 2025.
I have already noted that in his witness statement Mr Savage himself identifies the nature of his role as an Associated Director and Head of Birmingham for PLMR and, in the course of that witness statement, he addresses (as seems to be common ground) that he has indeed undertaken work for Muse/ECF and been in contact with Frasers Group, albeit that as yet there is no retainer for either of those entities.
I merely note this point: that Muse and ECF, in particular, are a substantial existing client of PLMR with revenue, I am told, in the region of £150,000 in a previous year and that Mr Savage himself has undertaken work to the value of about £10,000 since he set up his own business, as is clear from paragraph 55 of his own witness statement. His witness statement also addresses his contact with Frasers which included a direct approach to Frasers within 11 days of his leaving the employment of PLMR.
APPLICABLE PRINCIPLES
The applicable principles are well known, and were ultimately common ground as between PLMR and Mr Savage, and those acting on their behalf. A recent useful summary of the proper approach to applications of this kind is contained in P14 Medical Limited v Edward Mahon [2020] EWHC 1823 (QB) ("Mahon"). The relevant principles are those set out in the American Cyanamid test, the issues being:
is there a serious issue to be tried?
Are damages an adequate remedy?
If damages are not an adequate remedy, where does the balance of convenience lie?
Turning then to the relevant legal principles, it is convenient to quote from [57] of Cavanagh J’s judgment in Mahon which provides a useful summary of the relevant principles:
"57…
A restrictive covenant is void as an unlawful restraint of trade unless the employer can show that it goes no further than is reasonably necessary to protect legitimate business interests: Herbert Morris Limited v Saxelby [1916] AC 688, HL. The burden of establishing this rests with the person seeing to enforce the restrictive covenant.
The Court is entitled to consider whether a covenant of a narrower nature would have sufficed to protect the employer's position as explained in the following passage of Sir Christopher Slade in Office Angels v Rainer, Thomas [1991] IRLR 214 (CA), at paragraph 50:
'The Court cannot say that a covenant in one form affords no more than adequate protection to a covenantee's relevant legitimate interests if the evidence shows that a covenant in another form, much less far reaching and less potentially prejudicial to the covenantor, would have afforded adequate protection.'
The reasonableness of a restriction is determined by reference to the circumstances of the parties at the time the contract of employment was concluded: Gledhow Autoparts Limited v Delaney[1965] 1 WLR 1366;
The Court will not uphold a covenant taken by an employer merely to protect himself from competition by a former employee. As Mummery LJ said in FSS Travel and Leisure Systems v Johnson[1998] IRLR 383 at paragraphs 29-34:
'(1) The Court will never uphold a covenant taken by an employer merely to protect himself from competition by a former employee.
There must be some subject matter which an employer can legitimately protect by a restrictivecovenant. As was said byLord Wilberforce in Stenhouse Limited v Phillips[1974] AC 391 at page 400E (cited by Slade LJ. in the Office Angelscase [1991] IRLR 214 supra):
'The employer's claim for protection must be based upon the identification of some advantage or asset inherent in the business which can be properly be regarded as, in a general sense, his property, and which it would be unjust to allow the employee to appropriate for his own purposes, even though he, the employee, may have contributed to its creation. '
Protectioncan be legitimately claimed for identifiable objective knowledge constituting the employer's trade secrets with which the employee has become acquainted during his employment.
Protection cannot be legitimatelyclaimed inrespect of the skill, experience, know-how and general knowledge acquired by an employee as part of his job during his employment, even though that will equip him as a competitor, or potential employee of a competitor, of the employer.
The critical question is whether the employer has trade secrets which can be fairly regarded as his property, as distinct from the skill, experience, know-how, and general knowledge which can fairly be regarded as the property of the employee to use without restraint for his own benefit or in the service of a competitor. This distinction necessitates examination of all the evidence relating to the nature of the employment, the character of the information, the restrictions imposed on its dissemination, the extent of use in the public domainand the damage likely to be caused by its use and disclosure in competition to the employer.
As Staughton LJ. recognised in Lansing Linde [1991] IRLR 80 … the problem in making a distinction between general skill and knowledge, which every employee can take with him when he leaves, and secret or confidential information, which he may be restrained from using, is one of definition. It must be possible to identify information used in the relevant business, the use and dissemination of which is likely to harm the employer, and establish that the employer has limited dissemination and not, for example, encouraged or permitted its widespread publication. In each case it is a question of examining closely the detailed evidence relating to the employer's claim for secrecy of information and deciding, as a matter of fact, on which side of the boundary line it falls. Lack of precision in pleading and absence of solid evidence in proof of trade secrets are frequentlyfatal to enforcement of a restrictive covenant ...'
The court may, in an appropriate case, agree to blue-pencil or sever part of a restrictive covenant: Egon Zehnder v Tillman [2019] UKSC 32; [2020] AC 154."
In Coppage v Freedom Security Limited [2013] EWCA Civ 1176 at paragraph 9 the Court of Appeal said:
'(i) Post-termination restraints are enforceable, if reasonable, but covenants in employment contracts are viewed more jealously than in other more commercial contracts, such as those between a seller and a buyer.
It is for the employer to show that a restraint is reasonable in the interests of the parties and in particular that it is designed for the protection of some proprietary interest of the employer for which the restraint is reasonably necessary.
Customer lists and other such information about customers fall within such proprietary interests.
Non-solicitation clauses are therefore more favourably looked upon than non-competition clauses, for an employer is not entitled to protect himself against mere competition on the part of a former employee.
The question of reasonableness has to be asked as of the outset of the contract, looking forwards, as a matter of the covenant's meaning, and not in the light of matters that have subsequently taken place (save to the extent that those throw any general light on what might have been fairly contemplated on a reasonable view of the clause's meaning).
In that context, the validity of a clause is not to be tested by hypothetical matters which could fall within the clause's meaning as a matter of language, if such matters would be improbable or fall outside the parties' contemplation.
Because of the difficulties of testing the case in the case of each customer, past or current, whether such a customer is likely to do business with the employer in the future, a clause which is reasonable in terms of space and time will be likely to be enforced. Moreover, it has been said that it is the customer whose future custom is uncertain that is 'the very class of case against which the covenants are designed to give protection … the plaintiff does not need protection against customers who are faithful to him' (John Michael Design Plc v Cooke [1987] 2 All ER, 332, at 334).'
In TFS Derivatives v Morgan [2004] EWHC 3181 (QB); [2005] ERLR 246 at paragraphs 36-38, Cox J gave guidance on the correct approach to the question of assessing reasonableness on covenants:
"… in assessing reasonableness, there is essentially a three-stage process to be undertaken:
[1] Firstly, the court must decide what the covenant means when properly construed.
[2] Secondly, the court will consider whether the former employers have shown on the evidence that they have legitimate business interests requiring protection in relation to the employee's employment. In this case, as will be seen later on, the Defendant concedes that TFS had demonstrated on the evidence a legitimate business interest to protect in respect of customer connection, confidential information and the integrity or stability of the workforce, although the extent of the confidential information was in dispute in relation to its shelf life and/or to the extent to which its either memorable or pertinent.
[3] Thirdly, once the existence of a legitimate protectable interests has been established, the covenant must be shown to be no wider than is reasonably necessary for the protection of those interests. Reasonable necessity is to be assessed from the perspective of reasonable persons in the position of the parties as at the date of the contract, having regard to the contractual provisions as a whole and to the factual matrix to which the contract would then realistically have been expected to apply."
WHEN A TRIAL WILL TAKE PLACE
PLMR accepts that the overwhelming likelihood is that it would not be possible to list a final trial before the covenants expire, given the six month term on 9 January 2026, and that it is already 18 November 2025, and that whilst the draft order did contemplate the possibility of seeking expedition, it was realistically accepted by Mr Chandler that the circumstances are not such as would justify the granting of such expedition in a King's Bench matter whereby the actual final trial, including any judgment which would no doubt be reserved, would not be dealt with by 9 January 2026.
In such circumstances, the next issue that arises is as to whether or not the American Cyanamid test (that I have already identified), applies or whether something more than that is required. Again, it is common ground between the parties that in a case such as the present, where it will not be possible for there to be a final trial within the time period of the restrictive covenant and, therefore, the order made on this application may well determine the matter, in reality, between the parties once and for all, the Court should consider in addition to the usual American Cyanamid test the likelihood that PLMR will succeed at trial. The applicable principles in this regard were identified by Cavanagh J in the Mahon case at [14] to [25]. Conceptually, the likelihood as to whether PLMR will succeed at trial forms part of the "balance of convenience", but it covers the same ground as serious issue to be tried.
Turning then to the applicable principles and their application in the present case.
SERIOUS ISSUES TO BE TRIED
I have already set out the relevant legal principles in relation to enforcing restrictive covenants which I bear well in mind. They can be summarised as follows:
A restrictive covenant is void as an unlawful restraint of trade unless the employer can show that it goes no further than is reasonably necessary to protect legitimate business interest. The burden of establishing this rests with the person seeing to enforce the restrictive covenant.
The Court is entitled to consider whether a covenant of a narrower nature would have sufficed to protect the employer's position.
The reasonableness of a restriction is determined by reference to the circumstances of the parties at the time the contract of employment was concluded.
The Court will not uphold a covenant taken by an employer merely to protect himself from competition by a former employee.
The Court may, in an appropriate case, agree to blue-pencil or sever part of a restrictive covenant.
I would merely note at the outset that the non-solicitation and non-competition clauses in the present case are very similar, although not identical, to those in Mahon, and which were upheld (see, in this regard, at [71], [82] to [85], and [122] of Mahon).
I can deal with serious issues to be tried relatively briefly because it is conceded, on behalf of Mr Savage, rightly in my view, that the threshold test of serious issues to be tried is met (see paragraph 30 of the Skeleton Argument on behalf of Mr Savage). The next stage is a consideration of the adequacy of damages.
ADEQUACY OF DAMAGES
First, so far as the position in relation to PLMR is concerned, there is a dispute between the parties as to whether damages will be an adequate remedy. It is submitted on behalf of PLMR that damages will not be an adequate remedy for PLMR. In this regard, reliance is placed on the fact that damages are not usually an adequate remedy for the employer.
Reference is made to the case of D v P [2016] EWCA Civ 87; [2016] ICR 688, a post-termination restrictive covenant case in which the Court of Appeal said at [15]:
"… in cases such as this damages are not what an employer wants. The damages potentially sufferable by a covenantee such as the claimant by a breach of the relevant restraint, will usually be unquantifiable and will rarely, if ever, provide the covenantee with an adequate substitute for an injunction."
I am satisfied that the same is indeed true here, as submitted by PLMR. Mr Savage has continued to work in competition with PLMR, a matter that he acknowledges as I have already noted. He will continue to work against PLMR unless restrained by an injunction, and in such circumstances I do not consider that damages are a substitute for any lost client relationships which Mr Savage by his conduct to date and any continuing conduct would, as it is put by PLMR, "run a coach and horses through".
I would only add the following points. It is notoriously difficult to quantify what damages are suffered by an entity in the position of PLMR. Whilst one can know what has happened in the past, in the absence of a crystal ball there is no certainty as to what would have happened in the future but for the breaches of covenant of Mr Savage. It is very difficult, and would be very difficult for PLMR, to establish precisely what loss they have suffered as a result. Causation arguments often arise and there is a very good illustration of that in the present case. Mr Savage is already arguing that one reason why business may be lost, or not maintained hereafter, is not because of his breaches of covenant, but because of the fact that the team of which he is part has, to an extent, fallen apart with other employees also leaving. I consider that this is just the sort of argument which illustrates why it is very difficult to quantify what damages would be suffered by an entity such as PLMR, and this is a classic case in the point. I do not consider that damages would be an adequate remedy for PLMR.
Turning to the position of Mr Savage, the reality is that he has only just established his business. The position of Mr Savage, as set out in the Skeleton Argument on his behalf, is that it is not clear if the Court could adequately quantify the losses which he might suffer during the currency of any injunction. It is said he is in the early stages of establishing his enterprise and there is a need to adequately service those clients. It is said that the injunction sought would have a deleterious effect on such embryonic relationships. It is also said that, for the number of weeks (up to 9 January) and in the circumstances where there is Christmas and New Year in between, there is likely to be a detriment to him and his family, but that would be difficult, if not impossible, to quantify.
I consider, therefore, that the real thrust of Mr Savage's own submissions is that it would be very difficult, if not impossible, to accurately quantify any damages that he has suffered. The position, therefore, is that damages would not be an adequate remedy either for PLMR or Mr Savage. In such circumstances it is necessary to consider the balance of convenience.
BALANCE OF CONVENIENCE RE MERITS
I adopt the approach that I have already identified from TFS Derivatives Limited v Morgan, and the approach to be adopted to the question of assessing reasonableness in the context of covenants. First, the court must decide what the covenant means when properly construed.
Turing to that, it is, first, necessary to consider what is set out at the outset of paragraph 27.1. The clause provides, it will be recalled:
"27.1: During the Employment, the Employee is likely to obtain confidential information and personal knowledge of and influence over the employer's clients, customers and employees. As a result, and in order to protect the Employer's legitimate business interests, including the Confidential Information, the Employee agrees to observe the following restrictive covenants after the termination of their employment (the Termination Date) …"
It will be seen, therefore, that there are two aspects of the relationship which are sought to be protected. The first is in relation to confidential information, in relation to which I have already quoted from paragraph 8 of Mr Craig's witness statement which I consider rightly identifies the nature of the confidential information which exists, and, secondly, personal knowledge of and influence over the employer's clients, what is often rightly referred to as the customer connection. I am satisfied it is clear in the present case that Mr Savage is in possession both of such confidential information and, also, that he has personal knowledge of and influence over the employer's clients, as indeed can be seen from his almost immediate interaction with Muse, ECF, and Frasers.
Turning to the two clauses under consideration, firstly, 27.1.1, the non-competition clause and, secondly, 27.1.2, the non-solicitation clause, and their proper construction.
It will be recalled that clause 27.1.1 provides:
"27.1.1: The Employee covenants that they shall not, for a period of 6 months from the Termination Date, on their own account or for or with any other person (whether natural or legal), directly or indirectly carry on or be engaged in any activity or business that is or intended to be in competition with the business of the Employer that was carried on by the Employer at the Termination Date and with which the Employee was concerned or connected with at any time during the 3 months prior to the Termination Date."
I consider that that clause is both clear and reasonable. Firstly, it is for a very short period of time (of six months) which is a strong factor, I am satisfied, in favour of enforceability. Indeed, it is very much at the shorter end of the spectrum of the nature of such clauses which one sees.
Secondly, it is not only for a period of only six months, but it is defined by a reference to carrying on or engaging in any activity or business that is or is intended to be in competition with the business of the Employer that was carried on by the Employer at the Termination Date. It is clear what that means. In the presence case, it is to do with lobbying and strategic communications. I do not consider that there is any uncertainty in that regard in terms of what is being referred to in terms of activity or business.
There is then an important difference of construction between PLMR and Mr Savage. It is the submission of Mr Chandler that what has gone before is qualified by the third element, namely "and which the Employee was concerned or connected with at any time during the three months prior to the Termination Date". I consider that that is, indeed, a narrowing provision and not a wide provision and that all three of the matters that I have identified have to be triggered in order for the non-competition clause to bite. I reject the suggestion which was advanced by Mr MacLachlan, that the concerned or connected wording widened the clause. On the contrary, I consider that which has gone before is to be read subject to that.
To summarise, therefore, I consider that the clause means what I have identified, i.e. it is a clause for a period of six months from the Termination Date whereby the employee is restrained on their own account or for or with any other persons from directly or indirectly carrying on or engaging in any activity or business that is or is intended to be in competition with the business of the employer that was carried on by the Employer at the Termination Date.
As I have already noted, it is clear that the business, and context, at the time of contracting, was the lobbying/strategic communication which was taking place, and it is qualified by the fact the employee has to be concerned or connected at any time during the three months prior to the Termination Date.
So far as clause 27.1.2 is concerned, the non-solicitation clause, it will be recalled that it provides that:
"27.1.2: The Employee covenants they shall not for a period of 6 months from the Termination Date whether on their own behalf or for or with any other natural or legal person, directly or indirectly seek orders from or solicit the custom of, or deal or otherwise do business with the Employer's current and prospective clients or customers or such other natural or legal person that the employer is in the habit of doing business with prior to the Termination Date."
(emphasis added)
In his Skeleton Argument, Mr MacLachlan submitted that that clause, as drafted, was unduly wide, in particular having regard to the words "and prospective clients", and equally it might be thought that the words "or customers or such other natural or legal person that the Employer is in the habit of doing business with prior to the Termination Date" falls within a similar category.
Firstly, in terms of what the covenant means, I agree with the submission on behalf of PLMR that the clause is clear, certain and short. However, notwithstanding the submissions of Mr Chandler, I do consider that there is substance in the criticism of the words "and prospective clients" and also, "or customers or such other natural or legal person that the Employer is in the habit of doing business with prior to the Termination Date".
Ultimately, in oral submissions Mr Chandler accepted that those were wider words and not only wider words, but words which could give rise to some uncertainty as to what was caught by those words. Ultimately, that was confirmed to me in the course of his oral reply submissions. Ultimately, he did not, seek to persuade me, that such words should not be blue-pencilled out, if I considered that injunctive relief was appropriate.
I ma satisfied that the second clause (the non-solicitation clause), with the blue-pencilling that I have just identified, is, clear, concise and short, and raises no difficulties in terms of what the covenant means when properly construed.
I then turn to the second questions that the Court must consider, namely whether the former employer has shown on the evidence that they have a legitimate business interest requiring protection in relation to the Employee's Employment. In that regard and as I have already foreshadowed, I am satisfied that there are two aspects to this. Firstly, the confidential information and, secondly, the personal knowledge and influence over the employer's clients.
As to the former, the Confidential Information, it is submitted that the level of detail in relation to the Confidential Information is not sufficient to enable the Court to conclude that there is a legitimate business interest requiring protection in relation to Confidential Information. As I have already foreshadowed, I disagree. I refer again to what is said by Mr Craig at paragraph 8 of his witness statement, which I accept.
Mr Savage was a senior employee, he had management responsibilities for the Midlands region which is a key practice area for PLMR, and he was involved in two of the offices and had access to PLMR's client systems and other commercially sensitive data. He had access to all the clients and new business files, and he had access to what is characterised as highly confidential client and new business information, as well as confidential information about the operations, finances and systems of the company.
Whilst that is at a relatively high level, it is exactly the sort of confidential information which one would expect to exist in a company such as PLMR and which one would expect a company such as PLMR would wish to protect by a reasonably drafted clause such as clause 27.
However, quite apart from the confidential information, the real gravamen and thrust as to legitimate business interest relates to the personal knowledge of and influence over the employer's clients. I am in no doubt whatsoever that Mr Savage did have personal knowledge of and influence over the employer's clients and that it is a legitimate business interest requiring protection based on that knowledge. That knowledge is the knowledge, in terms of customer connection, which belongs to PLMR and which needs to be protected in relation to the employee's employment. That can be tested by the factual circumstances as they are known, and as are candidly admitted by Mr Savage during the course of his witness statement.
It is quite clear that during the course of his employment Mr Savage acquired personal knowledge and influence over the clients, Muse, ECF and (to a more limited extent due to the limited involvement of PLMR, with Frasers) Frasers as well. It is that very personal knowledge of and influence over those employer clients which Mr Savage has taken advantage of, and clearly taken advantage of, as he accepts in his witness statement and in the documentation evidencing the breach, which independently proves that to be the case.
I am satisfied, therefore, that PLMR has demonstrated on the evidence before me legitimate business interest to protect in respect of customer connection in particular, but also in terms Confidential Information , for reasons that I have given.
That leads onto the third stage:
"…once the existence of a legitimate protectable interests has been established, the covenant must be shown to be no wider than is reasonably necessary for the protection of those interests. Reasonable necessity is to be assessed from the perspective of reasonable persons in the position of the parties as at the date of the contract, having regard to the contractual provisions as a whole and to the factual matrix to which the contract would then realistically have been expected to apply."
I am in no doubt whatsoever that, with the blue-pencilling that I have applied to clause 27.1.2, both the non-competition clause in 27.1.1 and the modified non-solicitation clause in 27.1.2 are no wider than is reasonably necessary for the protection of those interests. In reaching that conclusion, I do so from the perspective of reasonable persons in the position of the parties as at the date of the contract, having regard to the contractual provisions as a whole, and to the factual matrix to which the contract would then realistically have been expected to apply.
During the course of oral argument, I was presented with various hypothetical scenarios with a view to suggesting that more than one of the clauses was wider than it needed to be or not reasonable. For example, in relation to clause 27.1.1, that there was not a geographical limitation. Whilst that is true, the reality is that, on the evidence before me, and the associated factual matrix to the provisions, and indeed having regard to the very title of Mr Savage, the relevant business which is being protected relates to the role of Mr Savage as an Account Manager in the Birmingham area in relation to customers in the Birmingham area. That is precisely what he acquired personal knowledge of, and influence over, the employer's clients and that is precisely what is protected by, and sought to be protected by, clause 27.1.1. The same is true of clause 27.1.2.
I was not assisted by consideration of theoretical scenarios which bear no relation either to reality or to any situations that could have realistically arisen. This was an employee who was always employed in the Birmingham area, in relation to lobbying and strategic communications with firms in the Birmingham area.
I am satisfied, for the reasons I have identified, that the covenant in of clause 27.1.1 and 27.1.2 is no wider than is reasonably necessary for the protection of the interest that I have identified.
Turning then to the balance of convenience more generally and the merits and the heightened merits test in the circumstances that I have identified, I am in no doubt whatsoever that, on the material before me, there are existing breaches of both clauses 27.1.1 and 27.1.2 in relation to Muse, ECF, and Frasers and that, if the matter proceeded to trial, that PLMR would succeed in its claim based on the breaches of contract that I have identified. Factoring that in at the balance of convenience stage, that is a very important factor to bear in mind. Indeed, it is the most important consideration as to whether PLMR is likely to succeed at trial.
In such circumstances and absent any strong countervailing factors, I am satisfied that the relief sought should be granted. To that extent, I express similar sentiments to those expressed by Cavanagh J in Mahon at [122] to [124], although of course, ultimately, every case turns on its own facts and I make my own decision based on the facts of the present case as I have identified.
RELIEF
The next question, therefore, is whether or not there are any strong countervailing factor or factors which would militate against the relief being granted.
First and most dominant in Mr MacLachlan's submissions is, it is said, that there is delay and that militates against the granting of the relief that is sought. As I have already foreshadowed and for the reasons I have already given, I do not consider that there has been any delay, still less any relevant delay that would militate against the granting of the injunctive relief that is sought.
I am satisfied, as ultimately was common ground, that one is really looking at the period from 25 September 2025 even if the antennae of PLMR were already raised prior to that date. Whilst other litigators could have acted in a more aggressive factor, I am satisfied that PLMR had appropriate motives to engage in correspondence with Mr Savage with a view to obtaining undertakings, if at all possible, and so obviate the need for an application to this court.
I am satisfied that the period between 25 September and mid-October whilst that correspondence went on, on the record, does not amount to a delay that would militate against the granting of the injunction. Equally, it is common ground, and clear, that there were without prejudice negotiations in the period up to near the end of October. Again, that is something which this Court encourages, and should encourage, and I do not consider it lies well in the mouth of Mr Savage to suggest that those without prejudice communications should be ignored, and that PLMR should not have got on, as it were, on the record whilst those negotiations were still extant.
There is then a relatively short period of time, of some ten days, before proceedings were commenced and, whilst again it is possible to contemplate cases where other parties might have acted slightly more quickly, if and to the extent there was any delay (though I do not consider there was any delay) that was a very small period of delay in the overall scheme of things and certainly not something which would have militated against the granting of the relief sought. It is also true that there have been short further periods of delay resulting from matters concerning the payments of the fees, and the issue of a claim form and, in relation to service, but there has been a very short period of time from when proceedings were commenced on 10 November 2025, to this hearing only eight days later.
I do not consider that there is any period of delay which would militate against the granting of an injunction and I do not consider that any delay that exists is a reason why, in the exercise of my discretion, and balancing all the factors on the balance of convenience, would lead me to conclude that that was such a countervailing factor as to militate against the granting of the relief sought.
It is also said on behalf of Mr Savage that the remaining period of the covenants is a short one, and that the Court will not act in vain. It is true that there is only a remaining two months of the covenant, but it is a short covenant in period, in any event, of six months, which means that a third of the period remains.
It is clear on the evidence of PLMR that, if Mr Savage is unrestrained, he will carry on, as he has done, unabated and will exacerbate the damages that will be caused to PLMR. He has already breached the contract in the respects identified, he has engaged into business with Muse and ECF, and he has been in contact expressly with Frasers. By the very nature of such contacts, it is corrosive to the existing relationship between PLMR and its existing clients. The more contact there is, if it is not restrained, the greater the likelihood that PLMR will suffer not only damage but damage which it is impossible to quantify.
In that regard, I consider it lies ill in Mr Savage's mouth to say that the damage has already been done, or that he has already caused so much damage that he should be allowed to continue unrestrained. That is not an appropriate sentiment in circumstances where the position that has been reached is as a consequence of his own breach of contract and in circumstances where, if he is not restrained, further harm will be done to PLMR.
In the context of what is a six month covenant, there is very much still life in the covenants. They have very nearly a third of their term left to run. Equally, it is absolutely plain from the material before me that, unless Mr Savage is restrained, he will continue to compete with PLMR. In such circumstances if the court grants the relief sought, it would not be acting in vain, but in furtherance of the enforcement of a contract and two clauses which this court has found to be reasonable, and in relation to which the Claimants have a legitimate interest in maintaining the confidentiality and the customer connections.
The final point that Mr Savage makes is to assert that PLMR are is unaffected by Mr Savage’s actions, and that the real issue (or cause of any damage to PLMR) is the collapse of the team which Mr Savage used to head. I consider that to be something of a red herring.
In fact, I consider that it is a factor which, if correct, militates in favour of the granting of injunctive relief not against. The situation that PLMR finds itself in is a difficult one with loss of members of the team, and that is all the more reason why, as Mr Chandler put it, the "ship should be shored up". It is the actions of Mr Savage which are likely to hole the ship below the waterline in the circumstances that PLMR faces, unless Mr Savage is restrained and held to the terms of his contract under those clauses which have been found to be reasonable.
In those circumstances, I am satisfied that there are no countervailing factors which tell against the relief being granted on the balance of convenience. I am satisfied that the balance of convenience is strongly in favour of granting the injunctive relief sought.
It is rightly pointed out to me by Mr MacLachlan that, even when one has gone through those stages, there is still a discretion in the court as to whether to grant the relief sought or not. That is clearly right and is well established, but as Mr MacLachlan candidly accepted, rightly in my view, by the stage that one gets to the final exercise of discretion, having reached the findings that are likely to have been reached in the context of the balance of convenience, and certainly on the facts of this case, the scope for any residual discretion against the granting of injunctive relief is relatively circumscribed. Mr Savage has not identified any factor beyond those that I have already addressed which would militate against the granting of the injunction at the discretion stage.
Accordingly, and for the reasons I have given, I consider that PLMR is entitled to the injunctive relief sought, and I grant injunctive relief in the terms that I will now finalise with the assistance of counsel.