MARSH (HONG KONG) LTD v. ROHAN BHAPPU AND OTHERS

HCA 2268/2025

[2026] HKCFI 1211

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 2268 OF 2025

________________________

________________________

_______________

D E C I S I O N

_______________

APPLICATION BEFORE COURT

1.  In this action, Marsh (Hong Kong) Limited (“Marsh HK”), claims against 4 former employees namely, Rohan Bhappu, Raymond Law, Rebecca Poon and Cyrus Cheung (“Mr Bhappu”, “Mr Law”, “Ms Poon” and “Mr Cheung” respectively and “Defendants” collectively) for, inter alia, injunctions restraining:

(1)  each of the Defendants from

(1)  using trade secrets or confidential information concerning the business or affairs of Marsh HK, together with an order for discovery on oath of to whom and in what respects he/she has used any of Marsh HK’s trade secrets and confidential information;

(2)  during the 12 months after the termination of his/her employment with Marsh HK,

(a)  soliciting or attempting to solicit the business of any client of Marsh HK or any of its affiliates;

(b)  dealing with or attempting to deal with any client of Marsh HK or any of its affiliates,

with whom he/she had any dealings in the course of his/her employment in the 12 months prior to the determination of his/her employment;

(3)  soliciting or attempting to solicit any employee of Marsh HK or any of its affiliates to leave the employment of Marsh HK or its affiliates; and

(2)  Ms Poon from being concerned directly or indirectly with or engaged in any business which materially competes with Marsh HK until and inclusive of 24 February 2026.  

2.  Now before the court is Marsh HK’s application, by summons dated 10 December 2025, for interlocutory injunctions and orders for discovery in terms of those prayed for in the indorsement of claim of the same date (“Application”).

RELEVANT BACKGROUND

3.  In support of/in opposition to the Application, the parties have made, and adduced detailed evidence on, multiple allegations and cross allegations against each other. While I note all of the parties’ assertions, for present purpose, the facts and circumstances relevant to the determination of the Application can be summarised as follows.   

Marsh HK

4.  Marsh HK is a company within the group of companies held ultimately under Marsh & McLennan Companies, Inc, a company based in New York and listed on the New York Stock Exchange (“Marsh Group”).

5.  The Marsh Group engages in the business of insurance and reinsurance broking, and consulting and risk management advisory services globally. Marsh HK is a leading provider of comprehensive insurance and risk management services[1] in Hong Kong and Macau. With US$185 million in revenue and a workforce of about 400 employees, it is ranked as the third largest operation of the Marsh Group in Asia.

The Defendants’ respective employment with Marsh HK

6.  The Defendants were employees of Marsh HK. Their respective employment with Marsh HK can be summed up as follows:

	Date of Commencement of Employment	Position Held Immediately Before Resignation	Date of Resignation	Date of Termination of Employment	Period of Garden Leave
Mr Bhappu	Since 2002	Managing Director & Chief Executive Officer[2]	6.12.2024	5.6.2025 (taking account of 6 months’ notice)	7.12.2024 – 5.6.2025
Mr Law	2.2017	Vice President, Construction Growth Practice[3]	22.4.2025	21.7.2025 (taking account of 3 months’ notice)	4.6.2025 – 21.7.2025
Ms Poon	4.2019[4]	Managing Director, Deputy Chief Executive Officer & Corporate Segment Leader of Hong Kong & Macau[5]	25.8.2025	24.2.2026 (taking account of 6 months’ notice) which Ms Poon brought forward to 1.12.2025 by payment in lieu of notice ($253,744.54) on 13.11.2025	26.8.2025 – 1.12.2026
Mr Cheung	8.2021	Sales Leader, HK and Macau[6]	29.9.2025	28.12.2025 (taking account of 3 months’ notice)	30.9.2025 – 28.12.2025

Material terms of the Defendants’ employment with Marsh HK

7.  In proof of the terms of contract alleged to have been breached by the Defendants, Marsh HK relies on the following documents as constituting the employment agreement between it and each of the Defendants:

(1)  letters of employment (or promotion) (“Appointment Letters”);

(2)  the Additional Terms and Conditions Code of Ethics & Confidentiality Agreement appended to the Appointment Letters (“Additional T&C”); and

(3)  the Staff Handbook as in force and amended from time to time (“Staff Handbook”), which was expressly incorporated into the Appointment Letters and therefore binding.

8.  Taking the case against Mr Bhappu first, paragraphs 17, 18, 20 and 21 of his Appointment Letter dated 1 November 2018[7] read:

“17. Confidentiality

In the course and for the sole purpose of your employment with [Marsh HK], you will receive or have available to you certain information and material which at all times is to remain the property of [Marsh HK] or the [Marsh Group] and which will include confidential information relating to the business, affairs and operations of [Marsh HK], client details, financial and accounting details, remuneration package of yourself and other employees of [Marsh HK] or the [Marsh Group] (“Confidential Information”). You are required to keep the Confidential Information confidential. If you have any doubt as to whether information is confidential you must not disclose it without the approval of [Marsh HK].

At the termination of your employment with [Marsh HK] for whatever reason, all Confidential Information and all [Marsh HK’s] documents are to remain with, or as the case may be, returned to [Marsh HK]. The duty of confidentiality continues after your employment with [Marsh HK] ceases. Please see the Staff Handbook for further details concerning your obligation of confidentiality.

18. Compliance Obligation

As a condition of our offer of employment, as well as your continued employment by [Marsh HK], you must read, understand and abide by all applicable Marsh & McLennan Companies, Inc. compliance policies found on [Marsh HK] compliance website (www.compliance.mmc.com), as updated from time to time, including but not limited to The Marsh & McLennan Companies Code of Conduct. The Greater Good. You must complete any required online compliance training for your position within 30 days of your start date or within 30 days after it becomes available. In addition, you understand that you must complete any and all additional compliance training that [Marsh HK] determines is appropriate for your position during the course of your employment.

…

20. Restrictive Covenants

By agreeing to the terms of this letter of appointment you hereby acknowledge and agree to be bound by the terms of set out in Additional Terms & Conditions Code of Ethics & Confidentiality Agreement attached to this letter.

…

21. Staff Handbook

You acknowledge and agree that the provisions of the Staff Handbook (as in force and as amended from time to time) have contractual effect and the terms of which also apply to your employment except to the extent that such terms might be inconsistent with the terms of this letter of appointment. In the event of any inconsistency between the terms of this letter of appointment and the Staff Handbook, the terms of this letter shall prevail.”

9.  Further, paragraphs 2, 6 and 18 of the Additional T&C attached to Mr Bhappu’s said Appointment Letter and incorporated by clause 20 thereof stipulated that:

‘“2. You will preserve all papers, documents and other property which from time to time come into your possession or control relating to the business of [Marsh HK] or its clients and on the termination of this appointment you will immediately deliver up to [Marsh HK] all such papers, documents and other property. You must not use or intend to use any such property for any reason other than for the sole benefit of [Marsh HK].”

‘“6. In the event of termination, your obligations are as follows:

i. You will not directly or indirectly in the twelve months following termination of your employment with [Marsh HK], on your own behalf or on behalf of any person, firm, company or association:

(a) Solicit, entice away or canvass (directly or indirectly, including attempt) the business of any clients of [Marsh HK] and/or [Marsh HK’s] affiliates with whom, in the twelve months prior to the termination of your employment, you had any dealings in the course of your employment;

(b) Deal with or attempt to deal with any clients of [Marsh HK] and/or [Marsh HK’s] affiliates with whom in the twelve months prior to the termination of your employment you had any dealings in the course of your employment;

(c) Entice or seek to entice or persuade any employee of [Marsh HK] and/or [Marsh HK’s] affiliates to leave [Marsh HK’s] or its affiliates’ (as applicable) employment.

ii. In addition, where, at the termination of your employment, for whatever reason, you have not served the full contractual notice period provided for in your contract of employment, you may not be interested in, or be engaged (whether as an employee or otherwise) by, any person, firm, company or association which materially competes with the Business (as defined below) until the time when your notice period would have expired had the termination been on full notice.

For the purposes of this part (ii), “Business” is defined as any business involving insurance or reinsurance broking, or consulting, or risk management consulting functions.

This Paragraph 6 shall apply regardless of the termination of your employment or appointment for any reason.”

“Confidentiality Agreement

‘18. You acknowledge that you will acquire certain information during the ordinary course of your employment with [Marsh HK]. The property of [Marsh HK] includes and will include, without limiting the generality of the foregoing, the following:

i. all confidential information and all dividend rates, source code, object code, software, listings, manuals, diagrams, graphs, charges, projections, specifications, estimates, records, concepts, documents, accounts, plans, formulae, designs, drawings, methods, techniques, processes, specifications, supplier lists, price lists, customer lists, enquiry lists, market research information, correspondence and letters and papers of every description including all copies of or extracts from the same within its possession or control relating to the affairs of business of [Marsh HK] or which may come into its possession in the course and by reason of the performance of your services whether or not the same were originally supplied by [Marsh HK] (the “Company Documents” ); and further that

ii. the information contained in the Company Documents has been acquired by [Marsh HK] at [Marsh HK’s] initiative and expense;

iii. [Marsh HK] has expended and will expend effort and money in establishing and maintaining its customer base and employees skills; and

iv. accordingly, it is reasonable that you should enter into the covenants contained herein.

You undertake that you will not, during the continuance of your employment or thereafter, directly or indirectly deal with or make use or disclose to any person any confidential information of or relating to [Marsh HK] and/or its affiliates or any person with whom you have come into contact as a result of your employment with [Marsh HK] or any trade or business secrets of which you have become possessed pursuant to your employment with [Marsh HK] and will use your best endeavours to prevent the use or disclosure of any such information by third parties.

Without limiting the generality of the above, the confidential information shall include:

i. Technology: all of the technology and know how in relation to computer programs developed by [Marsh HK] whether or not developed in whole or part or for any particular application or for use in or in connection with equipment other than computers and all systems designs and documents relevant thereto which now or in the future may exist;

ii. Trade Secrets: all of the trade secrets of [Marsh HK]; and

iii. Company Documents.

This Paragraph 18 shall apply regardless of the termination of your employment or appointment for any reason.”

10.  The post-termination covenants imposed by sub-paragraph i(a), (b) and (c) and sub-paragraph ii of paragraph 6 of the Additional T&C shall be called the “Non-solicitation (Business) Covenant”, “Non-solicitation (Client) Covenant”, “Non-solicitation (Employee) Covenant” and “Non-compete Covenant” respectively and “Post-termination Covenants” collectively.

11.  Lastly, chapter 5 of the January 2022 issue of the Staff Handbook was entitled “Confidential Information” and advised as follows:

“As a colleague of Marsh McLennan, you must preserve and protect our confidential information as well as that of our clients.

The nature of our work is highly confidential, and you have access to highly confidential and sensitive information about us, our businesses and our clients.

Confidential information includes, among other things:

• any and all non-public information relating to any client or prospective client

• any and all non-public information in whatever form relating to us and our operation of the business

• any information subject to a restriction on disclosure or which a colleague knows or should have known is considered by us or our clients or prospective clients to be confidential, sensitive, proprietary or a trade secret or is not readily available to the public

In the course of your work, you may have access to information and data that relates to the company, its business, clients, vendors, finances, marketing or business strategies, systems applications and other information that is strictly confidential and proprietary to the company. All information or data pertaining to our business should be held in confidence and treated accordingly, except as required by law.

If you have a question about whether any information or data is confidential, you should treat it as confidential information.

You may also have access to our computer-based information network and the files, data, and other confidential information available through the network. Any and all information to which you have access through the network will be treated as confidential. As a colleague, you agree to preserve and protect the confidentiality of all such confidential information.

Throughout and subsequent to your employment with us, except as required to perform your assigned duties, you may not use, reproduce or disclose to anyone for any purpose the confidential information/software that you receive or to which you have access.

You may not use or disclose confidential information to any person for any reason both during and after your employment with us, except to the extent required to carry out your responsibilities or as required by law.

When you leave the company, you must immediately return any confidential information in your possession to us and irretrievably delete any confidential information from your home computer. Likewise, after termination of employment, you may not, for any purpose whatsoever, use or disclose confidential information.

This policy in no way prohibits you from communicating on subjects that are protected under applicable laws.”

12.  As for the other defendants, their employment agreements with Marsh HK were contained in, or evidenced by, materially identical documents. It is thus unnecessary, and I do not propose, to set out the relevant provisions of Mr Law, Ms Poon and Mr Cheung’s employment agreements with Marsh HK.  

The Defendants’ new employment after leaving Marsh HK

13.  Following the termination of their employment with Marsh HK, all the Defendants joined one Howden Insurance Brokers (HK) Limited (“Howden HK”) as follows:

	Date of Termination of Employment with Marsh HK	End of 12 months from Termination of Employment with Marsh HK	Date of Commencement of Employment with Howden HK	Positions in Howden HK
Mr Bhappu	5.12.2024	5.12.2025	6.6.2025	Deputy Chief Executive Officer initially and promoted to Chief Executive Officer on 1.10.2025
Mr Law	21.1.2025	21.1.2026	4.8.2025	Sales Director for Hong Kong
Ms Poon	1.12.2025	30.11.2026	1.12.2025	Chief Client Officer for Hong Kong
Mr Cheung	28.12.2025	28.12.2026	Unclear	Unclear

14.  Marsh HK had, in accordance with its practice, issued to the Defendants “leaver letters” upon receipt of their resignations. Such letters followed what appeared to be a standard form and reiterated (1) the Defendants’ continuing duty of confidentiality and that any confidential information must not be used for any third party including the Defendants’ new employer and (2) their Post-termination Covenants. The Defendants acknowledged receipt of the leaver letters sent to them and agreed to be bound by the terms and conditions set out therein.

Howsden HK

15.  Howden HK, a company within the group of companies ultimately held by Howden Group Holdings (“Howden Group”), is a competitor of Marsh HK.

16.  The Marsh Group perceives itself to be “a target of the Howden Group’s sustained coordinated global scheme of unlawful employee recruitment and client solicitation”. In consequence, the Marsh Group has taken legal actions against the Howden Group and/or former employees who have joined it in the UK and the US in April 2023 and July 2025 respectively. The former set of proceedings was settled on terms obliging the Howden Group to, inter alia, apologise for having engaged in unlawful recruitment from Guy Carpenter, the reinsurance broking arm of the Marsh Group.

17.  The Howden Group has also been sued by other industry players in the insurance brokerage field for misuse of trade secrets and/or employee solicitation in the form of coordinated team moves to the Howden Group.                                         

Events prompting this action

18.  As a result of the senior moves from the Marsh Group to the Howden Group since December 2024, the Marsh Group became concerned that the coordinated senior-level departure in Asia was a prelude to something more serious. Such concern prompted an internal investigation by the Marsh Group into the departing employees in Asia, including the Defendants, in late September 2025.

19.  The investigation revealed what the Marsh HK regarded as “unusual and irregular printing activities” by the Defendants.

20.  In this regard, from August 2024 onwards, and with a marked increase from September 2024 (during the 3 months immediately before his resignation and subsequent garden leave), Mr Bhappu personally printed at least 110 company documents, including client lists and client business information. Hard copies of these documents were neither returned nor found on the office premises after his departure. According to Marsh HK, this pattern was inconsistent with Mr Bhappu’s previous printing habits. In particular, Mr Bhappu rarely printed client lists or business information concerning a specific client as he rarely participated in client meetings/handlings. He typically printed company documents relating to Marsh HK and Macau’s budgets, forecasts, business strategies and review in connection with internal meetings held contemporaneously with the printings. On rare occasions, he printed historical documents.

21.  Mr Law, Ms Poon and Mr Cheung had also participated in  “unusual and irregular” printing but to lesser extents than Mr Bhappu.

22.  Marsh HK has identified a number of documents printed by the Defendants with little or no legitimate justification, including data on Marsh HK’s clients (including client-specific information including but not limited to client contact details, latest deal status, relevant pipeline value and strategic business plans) and employees (including the then-current headcount, internal employee promotion/layoff plans and compensation data).

23.  Lastly, Marsh HK was alerted upon learning in about September 2025 that Ms Carmen Wo, a member of Marsh HK’s construction growth team and Mr Law’s former teammate immediately before his departure on 21 July 2025, had received a call from a contact at Cheung Hing Construction Co., Limited (“Cheung Hing”), an existing client of Marsh HK, in early September 2025. The contact claimed that Mr Law had approached Cheung Hing, which he had actively handled while at Marsh HK, and submitted a quotation for a tender named “Contract No. TCP972 Term Contract” in around September 2025.

CASE OF MARSH HK

24.  Against the aforesaid background, it is Marsh HK’s case that:

(1)  The insurance and reinsurance broking market is highly competitive and concentrated. Apart from competitive pricing and robust coverage terms, clients demand exceptional end-to-end services including risk advisory input, bespoke programme design, data and analytics support, claims advocacy and continuous account management throughout the policy lifecycle.

(2)  There exists only a handful of major global groups each possessing a portfolio of specialist practices and industry teams developed over years of operation and cannot be readily replicated.

(3)  Given the critical role that senior employees’ personal knowledge of and influence over Marsh HK’s clients, and acquaintance with Marsh HK’s highly confidential information and trade secrets play in the insurance broking market, Marsh HK (and the Marsh Group generally) places a high priority on the retention, acquisition and development of key personnel and over Marsh HK’s trade connection and trade secrets.

(4)  Marsh HK has also implemented a comprehensive confidentiality protection regime, combining continuous employee training and robust technical safeguards.

(5)  The Defendants were Marsh HK’s senior employees and senior management in Hong Kong.

(6)  Each is specialised in a distinct field with access to Marsh HK’s trade connection and trade secrets in that area which, if disclosed to a competitor, would be liable to cause real or significant harm to Marsh HK.

(7)  In the case of Mr Bhappu, as CEO, he had unrestricted access to the full spectrum of Marsh HK’s confidential information, including but not limited to client lists and client contact details; revenue, earnings and profitability data by client, segment and business line; pricing structures, fee arrangements and commission rates; renewal strategies and business development plans; budgets, forecasts and financial projections; merger and acquisition targets and strategies; employee compensation; internal business strategies, operational plans and executive committee materials and regional and global strategic initiatives affecting Marsh HK.

(8)  Mr Bhappu, as CEO, further held a position of particular influence over the other Defendants, who would rely on his guidance and maintained strong personal and professional ties with him.

(9)  The resignations of the Defendants were not isolated events but “part of a wider pattern of senior and key personnel being solicited and enticed from the Marsh Group to the Howden Group in Asia”. Since March 2025, at least 4 other employees have resigned to join the Howden Group in Asia.

(10)  The Howden Group did not have Marsh HK’s organisational structure and specialised teams. It therefore had every incentive to orchestrate a coordinated team move to expand its business by enticing Marsh HK’s talent to leave and thereby build up its presence in Asia using the Defendants’ access to Marsh HK’s trade connections and trade secrets.

THE DEFENCE

25.  In opposition to the Application, each of the Defendants has made 2 affirmations, by which they: 

(1)  deny having printed, removed or held any trade secrets or confidential information relating to the business or affairs of Marsh HK;

(2)  dispute the enforceability of the Post-termination Covenants which, they say, are unreasonable and go further than what is reasonably necessary to protect the legitimate business interests of Marsh HK;

(3)  deny having been involved in each other’s recruitment by Howden HK;

(4)  state how and by whom they had actually been recruited by Howden HK;

(5)  deny having poached or dealt with any Marsh HK clients save for Mr Law who admits that he had submitted to Cheung Hing a quotation in respect of the “CH Opportunity”; and

(6)  deny having solicited Marsh HK’s employees;

RELEVANT LEGAL PRINCIPLES

26.  On the test for the grant or refusal of an interlocutory injunction, it is sufficient to cite Lord Diplock’s speech in American Cyanamid Co v Eithicon Ltd [1975] AC 396 (HL) at 407F-409D which, as explained by the Hong Kong Court of Appeal in Wah Nam Holdings Co Ltd v Excel Noble Development Ltd [2000] 3 HKC 118, per Ribeiro JA (as he then was) at [28]-[32], requires the court to ask the following questions in deciding whether it is just or convenient to grant an interlocutory injunction:

(1)  whether there is a “serious question to be tried” which means that the claim must not be frivolous or vexatious;

(2)  if so, whether, if the plaintiff were to succeed in obtaining a permanent injunction at trial, it could adequately be compensated by an award of damages in respect of any loss which it might suffer by reason of the defendant continuing to act unrestrained pending the trial;

(3)  if not, whether the defendant would be adequately protected by the plaintiff’s cross-undertaking in damages should it be later found that the plaintiff should not have been granted an interlocutory injunction; and

(4)  if there is doubt as to the adequacy of the respective remedies of damages, where the balance of convenience lies.

SERIOUS ISSUE TO BE TRIED

27.  This is not a high threshold. As stated in [26(1)] above, a “serious question to be tried” refers to a claim that is neither frivolous nor vexatious.

28.  It should be clear from the above summaries of the relevant background and the parties’ respective positions that there is no shortage of “serious issues to be tried” in respect of both the breach of confidentiality and breach of the Post-termination Covenants claims.

29.  In so concluding, I have not overlooked the explanations provided by the Defendants to Marsh HK’s allegations. While the Defendants’ evidence is certainly capable of being believed, it does not render Marsh HK’s claims frivolous or vexatious.

ADEQUACY OF DAMAGES TO EITHER SIDE

Marsh HK

30.  I accept the submission on behalf of Marsh HK that damages are not an adequate remedy to it in respect of both the breach of confidentiality and the breach of the Post-termination Covenants claims where damage may be difficult to identify and measure/quantify/evaluate.

The Defendants

31.  In contrast, it is noteworthy that the Defendants unanimously deny any misuse of Marsh HK’s trade secrets or confidential information and any solicitation of Marsh HK’s clients or their business or employees. Any claim by the Defendants for damages arising from an interlocutory injunction restraining them from doing what they are in any event not doing is therefore unlikely.

BALANCE OF CONVENIENCE

32.  For the same reason, the balance of inconvenience favours Marsh HK.

APPLICATION AFFECTING ONLY MS POON

33.  Given the passage of time, it is unnecessary to deal with the application that seeks to restrain Ms Poon from breaching the Non-compete Covenant.

DISPOSITION

34.  For the above reasons, I make an order restraining each of the Defendants from

(1)  using trade secrets or confidential information concerning the business or affairs of Marsh HK;

(2)  during the 12 months after the termination of his/her employment with Marsh HK,

(a)  soliciting or attempting to solicit the business of any client of Marsh HK or any of its affiliates;

(b)  dealing with or attempting to deal with any client of Marsh HK or any of its affiliates,

with whom he/she had any dealings in the course of his/her employment in the 12 months prior to the determination of his/her employment; or

(c)   soliciting or attempting to solicit any employee of Marsh HK or any of its affiliates to leave the employment of Marsh HK or its affiliates.

35.  However, I am not prepared to direct the Defendants to disclose to whom and in what respects he/she has used any of Marsh HK’s trade secrets and confidential information. To my mind, they have already done in their affirmations in opposition to the Application by denying deny having printed, removed or held any trade secrets or confidential information relating to the business or affairs of Marsh HK. There is no reason why the Defendants should not be held to such sworn denials.

36.  The solicitors for Marsh HK should submit to the court and circulate to the solicitors for the Defendants a draft order. It would be of assistance to the court and the Defendants if the draft order contains a list, failing which some other descriptions, of the trade secrets and confidential information sought to be protected.

37.  I also make an order nisi that the costs of the Application with certificate for counsel for the hearings on 19 December 2025 and 16 January 2026 shall be Marsh HK’s costs in the cause.

38.  Lastly, I thank counsel.