The employee was taken on in 2003 under a contract that did not contain any post-termination restrictions. When he was promoted in 2009 he was given a new contract that did include these restrictions, but he failed to sign and return the contract.
The employer claimed that, by applying for pension and medical benefits under the 2009 contract (benefits that were not available under the 2003 contract), the employee had impliedly accepted the terms of the 2009 contract and was therefore bound by the restrictive covenants.
But the Court said that the employer had to point to an "unequivocal act implying acceptance", demonstrating that the employee's conduct was referable only to acceptance of the 2009 contract. As it was company policy that senior employees had to be members of a particular pension scheme, the Court could not accept that the application for new pension benefits was referable only to the 2009 contract. However, the employee's application for medical benefits that he was only entitled to by virtue of his promotion meant he had to be assumed to have accepted the terms of the 2009 contract from the date of the application.
Employers should take a cautious approach to this decision, bearing in mind that courts and tribunals will generally take a restrictive approach to inferring acceptance of new or varied terms simply from the fact that the employee has continued to work. In this case, the employee had taken specific steps to avail himself of benefits of the new contract; it is of course good HR practice to ensure that an employee expressly agrees to new terms and conditions by signing a new contract.