TRW & Co · Employment, Pensions & Immigration
Restrictive Covenant Solicitors in London
Post-termination restrictions are void unless they protect a legitimate interest and go no further than necessary. Our restrictive covenant solicitors London clients instruct draft enforceable covenants, run urgent injunctions, advise on team moves and defend departing executives, while tracking the government's October 2026 commitment to legislate to restrict non-compete clauses.
Key pointReasonableness is judged when the covenant is signed, not when it is enforced, so a covenant agreed at a junior level and never refreshed on promotion is often the weakest link in a senior departure.
At a glance
Presumed void
Under the common law restraint of trade doctrine, a covenant is unenforceable unless it protects a legitimate interest and is no wider than reasonably necessary.
Judged at signature
Courts assess reasonableness at the date the covenant was agreed, so covenants should be refreshed with fresh consideration when roles change.
Blue pencil only
Tillman v Egon Zehnder [2019] UKSC 32 allows courts to delete over-wide words, but not to rewrite a covenant into an enforceable form.
Reform is coming
On 9 October 2026 the Prime Minister announced legislation to restrict non-compete clauses; no draft, threshold or start date has yet been published.
Speed decides injunctions
Delay in seeking interim relief can be fatal, so evidence preservation and a letter before action should follow a breach within days.
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What restrictive covenants cover in England and Wales
Restrictive covenants are contractual promises that limit what an employee, partner, shareholder or seller may do after leaving a business: joining a competitor, approaching clients, dealing with customers or recruiting former colleagues. As restrictive covenant solicitors London employers, departing executives and hiring firms instruct, we advise on drafting covenants that will hold, enforcing them quickly when a departure threatens the business, and defending individuals and new employers against claims.
The law starts from a presumption against restraints of trade. A covenant is void unless the party relying on it shows that it protects a legitimate business interest and goes no further than reasonably necessary. Many covenants fail that test because they were copied from a template rather than drafted for the role.
The subject is also politically live. In October 2026 the Prime Minister announced that the government will legislate to restrict non-compete clauses, following a working paper that closed in February 2026. Contracts signed today may be judged under different rules in future.
When it becomes a legal question
The legal question usually arises at three points: when contracts or promotion letters are issued, when a senior employee resigns or is approached by a competitor, and when a team move is being planned. The first is cheapest to get right; the second and third are where costs escalate.
Types of restrictive covenant and what each protects
| Restriction | What it prevents | Interest usually relied on |
|---|---|---|
| Non-compete | Working for or setting up a competing business for a period | Confidential information and client connections that other covenants cannot adequately protect |
| Non-solicitation of clients | Actively approaching clients or customers the individual dealt with | Trade connections and goodwill |
| Non-dealing | Accepting business from those clients, even if they make the approach | Trade connections where solicitation is hard to prove |
| Non-poaching of staff | Recruiting or enticing away key colleagues | Stability of the workforce |
| Confidentiality | Using or disclosing confidential information and trade secrets | Confidential information, without time limit for true trade secrets |
| Garden leave | Working for anyone else during the notice period while still employed | Separation from clients and information during notice |
A well-designed package uses these restrictions in combination. Non-compete clauses are the hardest to enforce, so the strongest packages rely on targeted non-solicitation, non-dealing and non-poaching covenants backed by a meaningful notice period and an express garden leave clause.
The legal framework: restraint of trade and the courts
There is currently no general statute governing employment covenants in England and Wales. The law is the common law doctrine of restraint of trade, applied by the High Court, and the starting point for any advice from restrictive covenant solicitors London clients rely on is that the burden lies on the party seeking to enforce the covenant.
The reasonableness test
- Legitimate interest. The employer must have a protectable interest: trade connections, confidential information or the stability of its workforce. Protection from competition as such is not a legitimate interest.
- No wider than necessary. Duration, geography, the range of activities and the clients or staff covered must be reasonable for the particular role.
- Judged at the date of the contract. Reasonableness is assessed when the covenant was agreed, not when it is enforced. A covenant signed by a junior employee who was later promoted may not protect the business at the senior level. Refresh covenants on promotion, with fresh consideration.
Severance after Tillman
In Tillman v Egon Zehnder Ltd [2019] UKSC 32, the Supreme Court held that the courts can remove words from an over-wide covenant, provided the remaining words make sense without adding to or modifying them and removal does not generate a major change in the overall effect of the restraints. It is a blue pencil, not a rewrite. Drafting each restriction as a separate, self-contained obligation makes severance more likely to rescue part of the package.
Repudiatory breach
If an employer commits a repudiatory breach of contract, such as dismissing without proper notice where no payment in lieu clause applies, or fundamentally breaching the contract so that the employee resigns, the employee may be released from post-termination restrictions. This principle dates back to General Billposting Co Ltd v Atkinson [1909] AC 118. Careful handling of the exit is therefore part of covenant enforcement.
Other duties that do not depend on covenants
Employees owe an implied duty of fidelity during employment, and directors owe statutory duties under sections 171 to 177 of the Companies Act 2006, including the duty to avoid conflicts of interest. Confidential information is protected by contract and equity. Claims against new employers can include inducing breach of contract and unlawful means conspiracy. These routes often matter more in team moves than the covenants themselves.
Scotland and Northern Ireland
Scots law applies similar restraint of trade principles, but enforcement is by interdict in the Court of Session or sheriff court with its own procedure. Northern Ireland follows broadly the same common law approach as England and Wales. Choose the forum deliberately in cross-UK disputes.
Reform: the government's plans for non-compete clauses
On 26 November 2025 the Department for Business and Trade published a working paper on reform of non-compete clauses, which closed on 18 February 2026. It canvassed four options: a statutory limit on length, an outright ban, a ban below a salary threshold, and a ban below a salary threshold combined with a statutory limit above it. The paper noted that the previous government had announced, in May 2023, a three-month statutory limit that was never implemented.
The Competition and Markets Authority's response endorsed a ban below a salary threshold combined with a length limit above it. On 9 October 2026 the Prime Minister announced that the government will legislate to restrict non-compete clauses, and indicated that other restrictions and long notice periods may also be addressed. At the date of writing, no draft legislation, salary threshold or commencement date has been published.
Do not wait for the legislation to review your covenants. Reform is likely to make non-competes harder to rely on, which increases the value of well-drafted non-solicitation, non-dealing and confidentiality covenants, express garden leave, and properly structured deferred pay. Build packages now that would still protect the business if the non-compete were removed. Our guide to non-compete clauses tracks developments.
Competition law is a separate risk. The CMA has published advice for employers warning that no-poach and wage-fixing arrangements between competing businesses can breach competition law. Agreements not to hire each other's staff are therefore treated very differently from an employee's own covenants. Our competition law team advises on those risks.
Enforcement process and timeline
Speed is decisive. Courts expect a party seeking an injunction to act promptly, and delay can be fatal to interim relief. A typical enforcement sequence, as run by restrictive covenant solicitors London employers instruct, looks like this.
- Secure the position. Place the employee on garden leave if the contract permits, suspend system access, and preserve devices, email and messaging data.
- Investigate. Review forensic evidence of downloads, forwarding to personal accounts, client contact and recruitment of colleagues. Establish what the competitor knew.
- Analyse the covenants. Test each restriction for legitimate interest, reasonableness at the date of signature and severability, and check for any repudiatory breach by the employer.
- Letter before action. Write to the individual and, usually, the new employer, seeking undertakings: return of property, compliance with covenants and confirmation of what information has been used.
- Apply for an interim injunction. If undertakings are not given, apply to the High Court. The court considers whether there is a serious issue to be tried and where the balance of convenience lies. The applicant usually gives an undertaking in damages.
- Speedy trial or settlement. Courts often order an expedited trial so the dispute is resolved within the covenant period. Many cases settle on agreed undertakings, sometimes with a payment.
Springboard injunctions are available where confidential information has been misused to gain an unfair head start, even without a covenant, but they are limited in time to the advantage gained. Our commercial litigation team conducts urgent High Court applications. Where advocacy in the higher courts is required, we instruct specialist counsel.
Team moves: the hiring side and the losing side
Team moves combine every risk in this area. A departing team leader may owe fiduciary duties, a group of colleagues may each have different covenants, and the recruiting firm may face claims for inducement and conspiracy. Restrictive covenant solicitors London hiring firms engage should be involved before offers are made, not after the first letter before action arrives.
For the hiring firm
Review each recruit's contract before offers are made. Structure the approach so that the team leader does not recruit colleagues while still employed. Obtain written confirmation that no confidential information is being brought, and put in place an onboarding protocol that keeps recruits away from restricted clients for the relevant period. Indemnities and buy-outs of deferred pay need careful structuring.
For the losing firm
Map who is leaving, which clients are at risk and what information has moved. Act quickly on garden leave and evidence preservation. Consider whether claims against the new employer add leverage, and whether the commercial goal is to stop the move, delay it or secure compensation.
Deferred pay and leaver provisions
Much of the practical protection in a team move comes from money rather than covenants: unvested bonuses, share awards, carried interest and partnership capital that are forfeited or reduced if the individual joins a competitor. Courts have been prepared to examine forfeiture provisions of this kind under the restraint of trade doctrine, so they need the same care as the covenants themselves. Restrictive covenant solicitors London clients instruct should review plan rules, leaver definitions and buy-out arrangements alongside the employment contract, working with our share plans and incentives team.
For the hiring firm, buying out forfeited awards is common but should be conditional on compliance with the recruit's lawful obligations. That condition protects the hiring firm if it later emerges that the recruit took information or solicited clients in breach.
Risks and common mistakes
Using one template for every role
A twelve-month non-compete may be defensible for a managing director with deep client relationships and strategic knowledge, and unenforceable for a junior analyst. Courts assess each covenant by reference to the individual's role when it was agreed. Using the same template across the workforce invites a court to find the covenants wider than necessary. Tier covenants by seniority and role, record why each restriction is needed, and refresh them on promotion, supported by fresh consideration such as a pay rise or bonus eligibility.
Releasing the employee through a botched exit
Dismissing without notice when the contract does not allow a payment in lieu, failing to pay sums due, or placing someone on garden leave without a contractual right can amount to a repudiatory breach. If the employee accepts it, post-termination restrictions may fall away. Check the contract before acting, follow its notice and garden leave provisions precisely, and keep paying salary and benefits during garden leave. Our senior executive employment team advises on high-value exits.
Delaying before seeking an injunction
An employer that waits weeks after learning of a breach may find the court unwilling to grant interim relief, because the delay suggests the harm is not urgent or that damages would be adequate. Gather evidence quickly and in parallel with legal analysis, send a letter before action promptly, and be ready to issue. If you need time to investigate, record what you are doing and why, so that you can explain any gap to the court.
Ignoring garden leave set-off
Long notice periods with garden leave and long post-termination covenants together can produce a total restriction that a court considers excessive. Courts may take time spent on garden leave into account when deciding whether to enforce a non-compete. Many contracts therefore provide that the covenant period is reduced by time spent on garden leave. Reform proposals also mention notice periods, so the combined restriction is likely to attract more scrutiny, not less.
Bringing confidential information to the new employer
For individuals, the most serious risk is usually not the covenant but data. Forwarding client lists, pricing or pipeline information to a personal account before leaving is often discovered through forensic review and can lead to injunctions, costs orders and damage to the new employer relationship. For hiring firms, receiving that information creates exposure of its own. Clean-team protocols and written confirmations reduce the risk on both sides.
The best covenant is the one drafted for the role on the day it was signed, then refreshed every time the role changed.
Cross-border covenants and international moves
Senior employees of international groups often sign covenants governed by a foreign law, or move between jurisdictions mid-career. An English court will consider the governing law and jurisdiction clauses, but may still apply overriding English principles where the employee works here. Conversely, an English-law covenant may not be enforced in a jurisdiction that treats restraints of trade very differently.
Bangladesh is a good example. Under the Contract Act 1872, agreements in restraint of trade are generally void, subject to limited exceptions such as the sale of goodwill, so post-termination non-competes are very difficult to enforce there. Groups with operations in Dhaka and London need to rely more heavily on confidentiality, intellectual property and deferred pay structures for their Bangladeshi staff. EU member states differ again, with several requiring compensation during a non-compete period, and the Gulf, Singapore and China each have their own rules.
In transactions, vendor covenants given by sellers in a share or business sale are judged more generously than employment covenants, because they protect the goodwill the buyer has paid for. Our mergers and acquisitions team drafts sale and shareholder covenants alongside the employment terms of continuing managers.
How our restrictive covenant solicitors London team helps
TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority. We act for employers, recruiting firms, partnerships and individuals.
Covenant audits and drafting
We review and redraft covenant packages by role and seniority, with garden leave, set-off and severability built in, and plan for the expected non-compete reforms.
Urgent enforcement
We run evidence preservation, letters before action and High Court applications for interim and springboard injunctions, working to the court's expectation of speed.
Defending individuals
We advise departing employees, partners and executives on the enforceability of their covenants, garden leave and how to move without breaching duties.
Team moves
We advise hiring firms on recruitment protocols and onboarding, and losing firms on protecting clients, information and staff.
Transaction covenants
We draft vendor, shareholder and partnership restrictions alongside management service agreements in acquisitions and investments.
Settlement and exits
We negotiate agreed undertakings and exit terms that resolve covenant disputes, working with our settlement agreements team.
To discuss a departure or covenant review, contact our London office at Holborn Gate, 330 High Holborn, London WC1V 7QH, email info@trw.co or call +880 1779 127165. You can also view all our practice areas or our wider employment law services.
Checklist for decision-makers
Use this checklist to test your position. Restrictive covenant solicitors London boards instruct will usually begin here.
- Are covenants tiered by role and seniority, with a written rationale for each restriction?
- Were covenants refreshed, with fresh consideration, when key staff were promoted?
- Does each contract contain an express garden leave clause and a payment in lieu of notice clause?
- Is each restriction drafted as a separate, severable obligation?
- Would the package still protect the business if non-compete clauses were restricted by future legislation?
- Is there a departure protocol covering garden leave, system access and evidence preservation?
- For hiring, is there a written onboarding protocol and confirmation that no confidential information is brought in?
- For international staff, has the enforceability of covenants been checked under local law?
Early advice from restrictive covenant solicitors London-based and experienced in both drafting and enforcement is usually far cheaper than an urgent injunction.
Frequently asked questions
01Are non-compete clauses enforceable in England?
They can be, but only if the employer shows a legitimate interest, such as confidential information or client connections that other covenants cannot adequately protect, and the restriction is no wider than reasonably necessary in duration, geography and scope. Courts assess this at the date the clause was agreed. Many non-competes fail because they are too long or too broad for the role. The government announced in October 2026 that it will legislate to restrict non-compete clauses, though details have not yet been published.
02How long can a non-compete last?
There is currently no statutory maximum in England and Wales. The court decides what is reasonable for the role, considering how long confidential information stays useful and how long it takes to replace a client relationship. Shorter periods are more likely to be enforced, and time spent on garden leave may be taken into account. The government has consulted on options including a statutory length limit and bans below a salary threshold, and has said it will legislate.
03Can my employer enforce covenants if they dismissed me unfairly?
Unfairness alone does not release covenants, but a repudiatory breach of contract by the employer may. Examples include dismissing without the required notice where there is no payment in lieu clause, failing to pay contractual sums, or a fundamental breach that you accept by resigning. If you accept the breach, post-termination restrictions may fall away. The analysis depends closely on the contract wording and the facts, so take advice before acting on it.
04What is garden leave and can my employer impose it?
Garden leave means the employee remains employed and paid during notice but is told not to work, contact clients or attend the office. An employer can generally only impose it where the contract allows it, unless there are exceptional circumstances. Because the employee is still employed, duties of fidelity and confidentiality continue. Long garden leave combined with long post-termination covenants can be seen as excessive, so many contracts reduce covenant periods by time spent on garden leave.
05What happens if I breach a restrictive covenant?
The former employer may write seeking undertakings, apply to the High Court for an interim injunction to stop the conduct, and claim damages or an account of profits. If confidential information has been misused, a springboard injunction may be sought to remove any unfair advantage. The new employer may also face claims for inducing breach of contract. Many disputes settle on agreed undertakings, but costs can escalate quickly, so early advice matters.
06Can an employer add new covenants to my existing contract?
Only by agreement, and new covenants need fresh consideration to be binding, such as a pay rise, promotion, bonus or a payment for signing. Continued employment alone may not be enough. Employees should consider whether the new restrictions are reasonable for their role. Employers should introduce covenants with clear consideration and a written explanation, and should note that dismissing staff who refuse new terms raises fire and rehire issues, with new protections due from January 2027.
07Do restrictive covenants in a share sale work differently?
Yes. Covenants given by a seller in a share or business sale protect the goodwill the buyer has paid for, and courts treat them more generously than employment covenants. Longer periods can be justified, although they must still be reasonable. Where a seller also becomes an employee, both sets of covenants need to be coordinated so that one does not undermine the other. Competition law can also limit the length and scope of transaction covenants.
Sources and official materials
- Tillman v Egon Zehnder Ltd [2019] UKSC 32 — Supreme Court on interpretation and severance of covenants
- DBT: Reform of non-compete clauses working paper — Options for reform, November 2025 to February 2026
- CMA response to the non-compete working paper — CMA endorses salary threshold ban plus length limit
- CMA: Avoid breaking competition law, advice for employers — No-poach and wage-fixing risks
- Companies Act 2006, Part 10 Chapter 2 — General duties of directors, sections 171 to 177
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.