Office Angels v Rainer-Thomas: the foundational UK restrictive covenant test

The Court of Appeal's 1991 decision in Office Angels Ltd v Rainer-Thomas [1991] IRLR 214 established the modern UK test for enforceability of restrictive covenants in employment contracts. The case remains foundational for UK sales restrictive covenants in 2026, sitting alongside the more recent Tillman severance doctrine.

This piece walks through what Office Angels decided and how its test applies to UK sales restrictive covenants today.

What the case decided

Office Angels was a recruitment agency. Two employees left to set up a competing recruitment agency. Their employment contracts contained restrictive covenants prohibiting them from soliciting Office Angels' clients for six months post-termination.

The Court of Appeal considered whether the covenants were enforceable. The court restated the modern test: a restrictive covenant is enforceable only where:

1. The employer has a legitimate proprietary interest to protect (typically: customer connections, trade secrets, workforce stability).
2. The covenant goes no wider than reasonably necessary to protect that interest.
3. The duration of the covenant goes no longer than reasonably necessary.

On the facts, the court held the covenants were too wide because they covered all clients of Office Angels rather than just clients the departing employees had actually worked with. The restriction protected an interest wider than the legitimate proprietary interest the law allows.

The case is foundational because it crystallised the UK approach to restrictive covenant enforceability: the legitimate-interest test and the reasonableness test, applied together.

The legitimate-interest test

UK courts recognise three primary legitimate interests an employer may protect via restrictive covenant:

Customer connections. Where an employee has built relationships with the employer's customers, the employer can protect those relationships post-termination through non-solicitation covenants.

Trade secrets and confidential information. Where the employee has had access to confidential information, the employer can protect against the disclosure or use of it through confidentiality and non-compete covenants.

Workforce stability. Where the employee has had access to colleagues, the employer can protect against the systematic poaching of the workforce through non-solicitation-of-staff covenants.

A covenant that doesn't link to one of these three interests is unenforceable regardless of its drafting.

The reasonableness test

Once a legitimate interest is identified, the covenant must be no wider than reasonably necessary in three dimensions:

Scope. A non-solicitation of 'all clients' is wider than necessary where the legitimate interest is connections built with specific clients. Narrower drafting (clients the employee personally dealt with in the last 12 months) is more enforceable.

Geographic area. Where relevant, a non-compete covering 'the UK' may be reasonable; one covering 'EMEA' typically is not, unless the employee's role was genuinely EMEA-wide.

Duration. Six to twelve months is the typical enforceable range for IC roles; up to twenty-four months may be enforceable for senior leadership where the legitimate interest justifies it. Beyond that, courts increasingly resist.

How the test applies to UK sales restrictive covenants in 2026

Most UK sales restrictive covenants address customer connections. A typical sales non-solicitation covenant will be enforceable where:

• It covers customers the AE actually worked with (named in CRM or by territory definition)
• It runs for 6-12 months post-termination
• It applies only to solicitation, not passive customer movement (the customer choosing to follow the AE without solicitation is generally allowed)
• The employee was at a level where customer-connection protection is plausible (more enforceable for senior IC and above)

A non-compete (full prohibition on working for competitors) faces more scrutiny because the legitimate proprietary interest is narrower. Non-competes for sales hires are more likely to be enforced when the role involved access to genuine trade secrets or strategic information beyond customer connections; less likely when the role was purely customer-facing.

What goes wrong

Three patterns of over-broad UK sales covenant drafting:

'Any customer of the employer'. Per Office Angels, too wide. Narrow to customers the employee personally worked with.

'Any business competing with the employer'. Often too wide for non-competes; narrower drafting (specifically named competitors, or specific role types) is more enforceable.

'For 24 months post-termination'. Often too long for IC roles. 6-12 months is the typical enforceable range.

The Office Angels and Tillman together

Tillman v Egon Zehnder [2019] UKSC 32 (covered in a separate piece) addresses what happens when a covenant is over-broad: severance may save the rest of the covenant if the over-broad limb is cleanly removable. Office Angels addresses whether the covenant is enforceable at all.

The two work together. Office Angels asks whether the covenant clears the legitimate-interest and reasonableness tests. Tillman asks, where part of the covenant is unenforceable, whether the rest can be saved.

A covenant that fails the Office Angels test has no Tillman-saved remnant. A covenant that clears Office Angels but has a single over-broad limb may be saved by Tillman. Drafters need both tests in mind.

What to operationalise

For UK sales employers:

1. Draft covenants tightly to legitimate interests. Avoid the 'belt and braces' instinct that produces over-broad covenants.
2. Match scope and duration to the role. The same covenant template should not apply to a graduate SDR and a sales VP; the legitimate interest differs and so should the scope.
3. Audit covenants in existing contracts. Where covenants are clearly over-broad, redraft at the next renewal opportunity.

For UK sales employees:

1. Read the covenant at offer stage. Negotiate narrower scope where appropriate. Pre-signing negotiation is cleaner than post-termination dispute.
2. Where a covenant is challenged at the boundary, get specialist employment-law advice. The Office Angels and Tillman tests are not intuitive; the cost of advice is small relative to the consequences.

This is editorial coverage of UK case law, not legal advice. Consult an employment solicitor for your specific covenant.