Guy Carpenter & Company Limited & Ors v Willis Limited & Ors

Senior employees and directors must act loyally for their employer. A senior employee who knows that a competitor is recruiting members of his team will ordinarily have to inform the employer and must not assist the recruitment. The duty is fact-sensitive, and does not generally require the employee to devise independent measures to defeat the recruitment before reporting it. Springboard relief is compensatory, not punitive. It is available only while an unlawful competitive advantage remains and must correspond to the time needed lawfully to achieve the position obtained unlawfully. A court will not restrain lawful competition merely because recruitment was previously unlawful. The claimant must establish loss caused by the unlawful conduct before tortious claims are complete.

Guy Carpenter brought expedited claims concerning the recruitment by Willis Re of employees from its Global Specialties business. The claims alleged breaches of contractual, fiduciary and confidence duties by two senior employees, inducement and dishonest assistance by Lucy Clarke and Willis Re, unlawful-means conspiracy, and entitlement to injunctive relief.

The trial determined liability-related issues, the counterfactual consequences of the established wrongdoing and the claimed injunctions. Quantification of financial loss was reserved. The central issues were the scope of the duties owed by the senior employees, the extent of the recruitment-related wrongdoing, and whether any continuing unlawful advantage justified final relief.

1. Liability. Mr Summers and Mr Fletcher breached their contractual and fiduciary duties by supplying recruitment-relevant information, including names, attributes, contact details and remuneration information, by encouraging colleagues to meet Ms Clarke in Mr Fletcher’s case, and by failing to disclose relevant recruitment activity. The broader allegations that they coordinated resignations or persuaded employees to leave were not established.
2. Inducement and dishonest assistance. Ms Clarke and Willis Re induced most of the established contractual breaches. Ms Clarke also dishonestly assisted the corresponding fiduciary breaches. Her receipt and use of remuneration information was plainly dishonest, and her requests for contact details and information about valued employees were dishonest by ordinary standards in the circumstances.
3. Conspiracy. The admitted conspiracy between Ms Clarke and Mr Fletcher was confined to the use of information supplied by Mr Fletcher for recruitment. A similarly narrow conspiracy existed between Ms Clarke and Mr Summers. There was no wider conspiracy involving recruitment of teams, development of Willis Re or diversion of Guy Carpenter’s clients.
4. Counterfactual. The court assessed the cumulative effect of the wrongdoing, but found that Mr Summers and Mr Fletcher would have joined Willis Re in any event. Most employees who left would also have left lawfully, although recruitment might have taken up to about four months longer and a small number might have stayed. The information supplied and the failures to report made little material difference to the ultimate recruitment outcome.
5. Injunctions. Springboard relief requires an existing unlawful advantage and must restore the parties to the position they would have occupied absent the wrongdoing. Applying the relevant factors, four months’ relief from 9 June 2025 would have been fair, but that period had expired. There was no continuing unlawful client advantage. A quia timet injunction could not prohibit lawful recruitment, and no future unlawful conduct was sufficiently apprehended. The proposed confidentiality injunction was too broad and imprecise.
6. Loss and orders. The court could not determine on the expedited liability trial whether loss had been caused by the tortious conduct. Financial relief, if pursued, was left for a later stage. No continuing injunctive or declaratory relief was granted. The existing undertakings and contractual restrictions remained relevant.

This was a first-instance decision of the High Court. The claim was issued on 3 July 2025. Interim undertakings were accepted on 10 and 23 July 2025, and the expedited trial proceeded on liability and injunctive relief, with financial remedies reserved.