Dare International Ltd v Stephen Soliman & Anor

Post-termination restraints must be construed realistically and enforced only to the extent reasonably necessary to protect legitimate business interests. A 12-month non-compete covenant was enforceable for senior traders because it protected confidential trading information whose value and memorability could persist beyond a year. The same period was excessive for protecting trading connections and workforce stability.

Injunctions remain discretionary. Where an employee has genuinely been unable to work, the employer’s effective protection during the notice period and interim undertakings may justify refusing a further injunction. A deliberate refusal to work, coupled with preparatory competition and misuse of confidential information, does not justify reducing the restraint. Springboard relief requires a continuing unfair competitive advantage caused by wrongdoing and must be measured by the actual head start obtained.

Dare sought damages, declarations and injunctive relief against two former senior traders, Stephen Soliman and Ashley Hikmet. Both had accepted employment with Dare’s principal rival, Onyx, and had contractual 12-month notice periods and post-termination restraints.

The issues included construction and enforceability of the restraints, the effect of contractual garden leave, whether either defendant was genuinely unable to work during the notice period, breaches of contract and fiduciary duty, unjust enrichment arising from salary payments, and springboard relief.

The court also considered whether the non-compete covenant should be enforced as a matter of discretion after the defendants had given interim undertakings.

1. Construction and enforceability. The restraints were construed realistically. “Business” referred to the functional trading business in which each defendant had been materially involved, rather than to a generic corporate entity. The 12-month non-compete covenant was enforceable because it protected confidential trading strategies, pricing ratios, trading functionalities, desk positions and related information. A 12-month period was not reasonably necessary to protect broker, intermediary or counterparty relationships, or workforce stability. The non-solicitation, non-dealing and non-poaching restraints were therefore unenforceable for excessive duration.
2. Garden leave. Under the contracts, an employee was on garden leave where required not to work or to perform only specified services, including handover work and duties not previously performed. Soliman was on contractual garden leave from 27 November 2023 until 22 February 2024. Hikmet was not on garden leave because he was instructed genuinely to continue his ordinary trading role.
3. Sickness and contract breaches. Soliman was genuinely unable to work. His refusal to attend a reasonable occupational-health assessment breached contract, but his sickness did not. Hikmet was not genuinely too ill to work and breached contract by refusing to work his notice. His salary claim in unjust enrichment nevertheless failed because Dare had not shown that it believed, on the balance of probabilities, that he was too sick to work.
4. Fidelity and fiduciary duties. Hikmet breached the duty of fidelity by undertaking preparatory competitive work for Onyx, disclosing confidential information about Dare’s trading desk and remuneration arrangements, discussing employees’ capabilities with Onyx, and maintaining business relationships with brokers for future competition. He did not solicit employees or Mr Law. Soliman breached no fiduciary duty in relation to the post-resignation conduct alleged.
5. Relief. No injunction was granted against Soliman because Dare had effectively enjoyed more than 12 months’ protection through his absence and the interim undertakings. Hikmet was restrained from competing until 11 July 2025 and from joining Onyx until 11 August 2025. One month’s springboard relief was granted against Hikmet for preparatory competitive conduct. No springboard relief was granted for the refusal to work. The unjust-enrichment claims against both defendants were dismissed.