“Trade secrets, the names of customers, all such things which in sound philosophical language are denominated objective knowledge - these may not be given away by a servant; they are his master’s property, and there is no rule of public interest which prevents a transfer of them against the master’s will being restrained. On the other hand, a man’s aptitudes, his skill, his dexterity, his manual or mental ability - all those things which in sound philosophical language are not objective, but subjective - they may and they ought not to be relinquished by a servant; they are not his master’s property; they are his own property; they are himself. There is no public interest which compels the rendering of those things dormant or sterile or unavailing; on the contrary, the right to use and expand his powers is advantageous to every citizen, and may be highly so for the country at large. This distinction, which was also questioned in argument, is just as plain as the other. An excellent concrete example of the latter point may be found in the present case. The second head of the injunction claimed is “from divulging or communicating … information as to the customers or affairs of the plaintiff company and from otherwise divulging or using such information”
“But experience has shown that it is not satisfactory to have simply a covenant against disclosing confidential information. The reason is because it is so difficult to draw the line between information which is confidential and information which is not: and it is very difficult to prove a breach when the information is of such a character that a servant can carry it away in his head. The difficulties are such that the only practicable solution is to take a covenant from the servant by which he is not to go to work for a rival in trade. Such a covenant may well be held to be reasonable if limited to a short period.”
“… it is well established that a prohibition against disclosing trade secrets is practically worthless unless it is accompanied by a restriction upon the employee possessed of secrets against entering the employment of competitors.”
“Although the court has, in general, a discretion whether to grant or withhold an injunction, an order to restrain the breach of a negative covenant may be obtained almost as of right.”
“If parties, for valuable consideration, with their eyes open, contract that a particular thing shall not be done, all that a Court of Equity has to say is, by way of injunction, that which the parties have already said by way of covenant, that the thing shall not be done; and in such case the injunction does nothing more than give the sanction of the process of the Court to that which already is the contract between the parties.”
“In the case of restrictive covenants it is the practice for the court to consider first whether the covenant, which has to be tested at the date when the contract of employment came into existence, is valid. If it is found to be valid and there is no other reason, such as the adequacy of the remedy in damages, to impede its enforcement it will be enforced according to its terms.” (See per Neill LJ at paragraph 39). And at paragraph 44, Neill LJ said: “I would therefore leave open the possibility that in an exceptional case where a long period of garden leave had already elapsed, perhaps substantially in excess of a year, without any curtailment by the court, the court would decline to grant any further protection based on a restrictive covenant. But that is not this case.”