Pertemps Medical Group Ltd v Ladak

Factual and Procedural Background

Pertemps Medical Group Limited ("Company A") initiated legal proceedings against its former CEO ("Defendant"), alleging a campaign of harassment against the company and its senior directors. Company A contended that the Defendant breached a settlement agreement entered into on 4 December 2018 following the termination of his employment and violated section 1 of the Protection from Harassment Act 1997. The Defendant denied unlawful behavior, asserting that his actions constituted bona fide whistleblowing aimed at exposing substantial fraud upon the NHS.

On 19 July 2019, a High Court judge ("Judge Worster") granted Company A an interim injunction restraining the Defendant from making adverse or derogatory comments about Company A, its directors or shareholders, from bringing them into disrepute, and from harassment intended to obtain money or benefits. The injunction included a procedure for protected disclosures under the Employment Rights Act 1996, requiring prior notice to Company A's solicitors and court permission if Company A objected.

Due to the Defendant's lack of legal representation and short notice of the application, the injunction was ordered to continue only until an early return date. At the hearing on 8 October 2019, allegations of breach led to adjournment to allow the Defendant to plead and seek representation, with the injunction continued.

On 29 January 2020, the matter returned before a different judge, who adjourned the committal application but heard submissions on continuing the injunction pending trial. The Defendant remained unrepresented but was given a final opportunity to obtain legal aid. The court continued the injunction until trial or further order, clarifying that nothing prevented disclosures to the NHS Counter Fraud Authority. The Defendant did not attend the adjourned hearing on 31 January 2020.

Legal Issues Presented

1. Whether the Defendant breached the settlement agreement by making adverse or derogatory comments and bringing Company A and its personnel into disrepute.
2. Whether the Defendant’s conduct constituted harassment under the Protection from Harassment Act 1997.
3. Whether the Defendant’s disclosures qualify as protected disclosures under the Employment Rights Act 1996 and are therefore exempt from the settlement agreement’s restrictions.
4. Whether interim injunctive relief is appropriate pending trial, considering the Defendant’s Article 10 rights under the European Convention on Human Rights and the enhanced test under section 12 of the Human Rights Act 1998.

Arguments of the Parties

Appellant's Arguments (Company A)

• The Defendant breached clause 14.4 of the settlement agreement by making adverse, derogatory comments and acting in a way likely to bring Company A and its directors and employees into disrepute.
• The Defendant’s emails largely consisted of gratuitous allegations and abuse rather than factual disclosures.
• The alleged disclosures were not of an exceptionally serious nature to engage protection under section 43H of the Employment Rights Act 1996.
• Even if early emails qualified as internal whistleblowing, subsequent disclosures to clients were not reasonable and thus not protected.
• The Defendant’s conduct constitutes harassment under the Protection from Harassment Act 1997.
• The enhanced test for interim relief under section 12 of the Human Rights Act 1998 is met, and the court can be satisfied that liability is likely at trial.

Appellee's Arguments (Defendant)

• The Defendant denies unlawful conduct and asserts that his actions are bona fide whistleblowing aimed at exposing a significant fraud on the NHS.
• The allegations concern a high-level, ongoing corporate conspiracy involving fraud, patient safety risks, and unfair competitive advantage.
• The Defendant attempted internal disclosures but, finding them ineffective, made disclosures to the NHS Counter Fraud Authority.
• The allegations are exceptionally serious, supported by third-party legal correspondence describing them as grave.
• The wider disclosures were protected under the Employment Rights Act 1996 as relating to exceptionally serious conduct and were reasonable.
• The Defendant’s intention was to expose wrongdoing and reform Company A rather than to cause harm.

Table of Precedents Cited

Court's Reasoning and Analysis

The court began by recognizing the protection of freedom of expression under Article 10 of the European Convention on Human Rights and the enhanced test for interim relief under section 12 of the Human Rights Act 1998, which requires the applicant to demonstrate a likelihood of establishing that publication should not be allowed.

The court gave particular weight to the fact that the settlement agreement restricting the Defendant’s conduct was freely entered into with independent legal advice and involved a substantial payment in full and final settlement. This context justified enforcing the contractual restrictions despite Article 10 considerations.

On the construction of clause 14.4, the court held that truth is not a defence to breach of the agreement’s prohibition on adverse or derogatory comments or conduct bringing others into disrepute. The court found the clause enforceable and supported by precedent.

Examining the evidence, the court was satisfied that the Defendant had persistently made adverse and derogatory comments about Company A, its directors, and employees, including allegations of criminal conduct, racism, bullying, and sexual impropriety, which were likely to bring the company into disrepute.

The court acknowledged the Defendant’s right to make protected disclosures under the Employment Rights Act 1996 and assumed for interim purposes that some disclosures qualified as such. However, disclosures made beyond internal channels and the prescribed person (NHS Counter Fraud Authority) were subject to reasonableness criteria, which the court found were likely unmet in this case, particularly regarding the July 5 email widely disseminated to clients.

Regarding the harassment claim under the Protection from Harassment Act 1997, the court found that the Defendant’s conduct was likely to amount to harassment aimed at persuading Company A to pay additional compensation.

The court concluded that damages would be an inadequate remedy for Company A, while the Defendant would not suffer real loss from being restrained from breaching the settlement agreement pending trial. The order was qualified to preserve the Defendant’s right to disclose to the NHS Counter Fraud Authority and included a mechanism requiring court permission for wider disclosures.

The court declined to consider late evidence submitted by the Defendant after circulation of the draft judgment, emphasizing proper procedural conduct.

Holding and Implications

The court granted an interim injunction continuing the restrictions contained in the settlement agreement and the earlier injunction until trial or further order. The injunction restrains the Defendant from making adverse or derogatory comments about Company A, its directors, or employees, or from conduct likely to bring them into disrepute or amount to harassment.

The injunction explicitly preserves the Defendant’s right to make protected disclosures to the NHS Counter Fraud Authority and requires prior court approval for any wider disclosures.

The decision directly affects the parties by enforcing the settlement agreement’s terms and restraining the Defendant’s conduct pending trial, but it does not establish new legal precedent beyond applying established principles to the facts.