Are Restrictive Covenants Enforceable? What Huws Gray Ltd v Gentleman [2026] Teaches Employers About Non-Compete Clauses

Key takeaway: a restrictive covenant is only enforceable if it protects a legitimate business interest and goes no further than reasonably necessary. Huws Gray Ltd v Gentleman [2026] EWHC 1309 (Comm) shows how a poorly defined non-compete clause can fail even when the underlying interest is genuine.

What was the Huws Gray v Gentleman case about?

Huws Gray Limited, a nationwide builders' merchant, sought to enforce a six-month non-compete clause against Daniel Gentleman, a former Area Sales Manager. Gentleman had managed customer relationships across the Swindon, Newbury and Cirencester branches before resigning in November 2025 and joining direct competitor MKM Building Supplies in January 2026. Huws Gray applied for injunctions to stop him working for MKM within 20 miles of his old branches and to prevent alleged misuse of confidential pricing information. HHJ Russen KC, sitting as a High Court Judge, handed down judgment in June 2026, dismissing the claim.

Is a legitimate business interest enough to make a restrictive covenant enforceable?

No and that's the main lesson of this case. The judge accepted that Huws Gray had a legitimate interest in protecting its customer connections, particularly the 103 accounts on Gentleman's ledger. Having a protectable interest is only the first hurdle for any employer seeking to enforce a restrictive covenant. The second, often decisive, hurdle is reasonableness.

Why was the non-compete clause not enforceable?

Because it went further than was reasonably necessary to protect that interest. Huws Gray's contract had actually included a separate, narrower non-solicitation and non-dealing clause aimed at specific customers. The courts generally find these covenants more enforceable than a blanket non-compete clause. But that clause was rendered toothless because the contract never defined "Restricted Customer" or "Restricted Potential Customer." With its more targeted tool unusable, Huws Gray was left relying on the broader non-compete, which the judge found disproportionate to the interest actually at stake.

Did the confidential information claim succeed?

No, it fared even worse. Huws Gray argued Gentleman must have used knowledge of internal pricing thresholds ("AD cut-offs") in his new role. Gentleman countered that day-to-day sales work is about matching or beating a competitor's quote, not knowing his former employer's rock-bottom price, evidence the judge found "telling." The judge described the confidential information case as baseless, concluding it had been built around a role that was really about customer relationships rather than any independent use of sensitive pricing data.

Does this mean non-compete clauses are unenforceable in the UK?

No and a contrasting decision issued the same week makes that clear. In a separate High Court case, Stark Building Materials UK successfully enforced a nine-month non-compete clause against a former senior procurement executive who had also joined MKM. There, the covenant protected genuinely and highly sensitive "Net Net Prices," and the court found its scope and duration proportionate. The difference wasn't the existence of a non-compete clause, it was drafting and proportionality. Non-compete clauses remain enforceable in the UK where they are properly scoped and justified.

When are restrictive covenants enforceable? Key takeaways for employers:

Three things decide whether a restrictive covenant is enforceable:

• Define your terms. A well designed non-solicitation clause is worthless if key terms like "Restricted Customer" are left undefined.

• Match the remedy to the risk. Courts prefer narrower, customer or information specific covenants over sweeping non-compete clauses where a lighter touch restriction would do the job.

• Evidence needs to match the role. Alleging misuse of confidential information requires more than an employee having once had theoretical access to it.

Conclusion: what Huws Gray v Gentleman means for restrictive covenant enforceability

For employers, Huws Gray v Gentleman is a reminder that a legitimate business interest alone won't make a restrictive covenant enforceable: precise, proportionate drafting is what’s needed. Before relying on a non-compete clause, employers should check whether a narrower non-solicitation or non-dealing covenant, properly defined, would protect the same interest with far less legal risk.

Do you need your restrictive covenants or contracts reviewing?

Get in touch with Oliver Tasker today:

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