Injunctive relief granted to “hold the ring” on disputed incorporation of restrictive covenants

A recent dispute between Boxxer Ltd (‘Boxxer’), a prominent boxing promoter, and its Head of Boxing offers a timely reminder of the risks associated with informal arrangements and unsigned contracts, especially when senior employees or consultants sit at the heart of key commercial relationships.

The contractual arrangements

The defendant (W) joined Boxxer as its Head of Boxing pursuant to an agreement reached by email in June 2020. The key terms included engagement for a three-month period, exclusivity, and confidentiality. It was agreed that W would not work for any other UK promoter during that engagement period, would not divulge any confidential information to any third party or take any action to damage Boxxer’s business (‘the Original Agreement’).

At the end of the Original Agreement’s term, W continued working for Boxxer, ultimately becoming a key figure in its long-term partnership with Sky Sports (‘Sky’), which ran from July 2021 to June 2025. Despite the evolving role, no formal contract was ever signed; however, W invoiced and was paid for his services monthly.

In January 2024, Boxxer’s lawyers drafted a Consultancy Agreement that set out W’s duties, confidentiality obligations, and a 12-month notice period (‘the Draft Agreement’). The Draft Agreement was never executed, however, to a large extent, both parties behaved as though the Draft Agreement was in force. The Draft Agreement imposed obligations on W to use his best endeavours to promote the interests of Boxxer, not to make any representations to any boxing promoter or fighter without Boxxer’s consent, and not to engage in any related or similar business, trade, profession, or occupation during W’s engagement with Boxxer.

Trouble in the Ring

In May 2025, Sky confirmed it would not renew its contract with Boxxer. Just a few months later, W informed Boxxer of his intention to leave. Boxxer later became aware that W was working with third parties, including Sky, to launch a rival boxing venture in competition with Boxxer. Internal investigations revealed that W had deleted emails and spreadsheets from his Boxxer email account, including correspondence about boxing events unrelated to Boxxer’s business.

The Competing Positions

Boxxer claimed W was in breach of his obligations under the Draft Agreement and sought injunctive relief to restrain W from engaging in conduct that would breach those obligations. Boxxer contended that:

• The Draft Agreement was binding “by conduct” because both parties acted in accordance with it through invoices, bonus discussions, and day-to-day operations; and
• Monetary compensation would be inadequate given the irremediable commercial harm. Injunctive relief was necessary to protect goodwill and relationships.

W defended the proceedings on the basis that:

• The Draft Agreement was not binding — it was unsigned, incomplete, and materially different from the Original Agreement;
• Key terms, including non-competition clauses and a lengthy notice period, were onerous and not incorporated into any binding contract;
• The deletion of emails, while admitted, was framed as poor judgment rather than dishonesty and was intended to protect Boxxer’s relationship with Sky, not undermine it; and
• An injunction would unfairly prevent W from earning a living in his specialist field.

Decision

The court concluded that there was a serious issue to be tried because W had engaged with competitors, made enquiries about arranging events unrelated to Boxxer, and there was evidence that W had deleted relevant communications.

The court found that damages were not an adequate remedy for Boxxer because:

• The business was at a critical transitional stage, negotiating new broadcast arrangements;
• W’s conduct undermined Boxxer’s position with Sky;
• There was a significant risk to commercial stability and reputation; and
• W was unlikely to be able to satisfy a damages award.

Conversely, the court found that damages would be an adequate remedy for W because Boxxer had undertaken to continue paying him, and any losses could be compensated financially. The court also observed that, even if the balance of convenience needed to be assessed, it would favour Boxxer because W had shown an intention to breach his obligations unless restrained, meaning the harm to Boxxer was real and immediate. W’s offer to compromise did not preserve the status quo or sufficiently protect Boxxer pending trial. When balanced against the harm to Boxxer, the harm to W was relatively remote.

Practical Takeaways

1. Conduct can be binding, even where documents remain unsigned: if both parties act consistently with draft terms — through payments, communications, or performance — a court may find that a contract exists “by conduct.”
2. Revisit interim arrangements: temporary agreements often outlive their intended lifespan. Regularly review short-term or consultancy terms to ensure they reflect current roles and responsibilities.
3. Clarify restrictive covenants early: clauses imposing restrictive covenants need to be clearly drafted, proportionate and incorporated into contracts from the outset.
4. Threshold for injunctive relief: the threshold for showing that there is a serious issue to be tried is low here: it amounts to the claimant showing no more than that the claim is "not frivolous or vexatious“. That said, those seeking injunctive relief will need to show that financial damages alone would not be an adequate remedy. Evidence of the risk of irremediable harm, such as reputational harm or risk to business stability, will likely be necessary in disputes of this nature.
5. Impact of undertakings: One of the factors influencing the decision to grant the injunction was that the defendant refused to provide the undertakings necessary to protect the claimant’s position; the compromise offer put forward by the defendant not being  sufficient to “hold the ring” until trial  

Commentary

In this case the risk of harm to the claimant based on the factual matrix was enough to obtain injunctive relief, despite the dispute over incorporation of the restrictive covenants into the contractual arrangement. What was important here was the conduct of the defendant which the claimant was able to show would cause irremediable harm without the protection of injunctive relief. The questions around incorporation, scope and enforceability of the restrictive covenants remain to be decided at trial.

This dispute underscores a simple but costly lesson: in fast-moving sectors like sport, informality invites risk. When senior executives or consultants operate on unsigned agreements, their “conduct” can create binding obligations — but not always in the way anyone intended. Businesses wishing to mitigate against the financial and reputational risks associated with senior personnel moving on should not wait for the next big fight to review their employment and consultancy contracts.