Metcash Limited & Anor v Joao Louis Jardim (aka Louis Jardin) & Anor (No 3) [2010] NSWSC 1096

Metcash Limited & Anor v Joao Louis Jardim (aka Louis Jardin) & Anor (No 3) [2010] NSWSC 1096

Mr Jardin was entitled to terminate his employment deed by three months' notice under cl 12.1(a), as the deed of release preserved this right. The restraints in cl 3.2 of the employment deed, as restated in the deed of release, were enforceable to the extent they were reasonable and only insofar as they protected Metcash’s legitimate interests (customer connections, confidential information, and investment in competitors), but not as to general investment in non-competing companies. The structure and conduct of Jardim Investments did not warrant an injunction solely to prevent the investment per se. However, active involvement in SPAR Australia could constitute an agency for Mr Jardin and...

Parties
First Plaintiff: Metcash Limited ACN 112 073 480; Second Plaintiff: Metcash Trading Limited ACN 000 031 569; First Defendant: Joao Louis Jardim (aka Louis Jardin); Second Defendant: Jardim Investments Pty Limited ACN 145 255 894
Jurisdiction
Australia
Judgment Date
29 September 2010
Procedural Posture
Civil / Final Judgment Following Trial
Outcome
Injunctions granted in terms specified in paragraphs 73 and 74 against the first and second defendants until 30 November 2010; relief against Jardim Investments denied as to pure investment; costs and TPA issue adjourned for further submissions.
Legal Topics
Restraint of Trade, Termination of Employment, Confidential Information, Remedies—injunctions, Corporate Structure and Agency, Competition Law
Contract Employment Equity Competition Restraint of Trade Termination of Employment Confidential Information Remedies—injunctions +2 more

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Parties

Metcash Limited ACN 112 073 480

First Plaintiff

Metcash Trading Limited ACN 000 031 569

Second Plaintiff

Joao Louis Jardim (aka Louis Jardin)

First Defendant

Jardim Investments Pty Limited ACN 145 255 894

Second Defendant

Procedural Posture

Civil / Final Judgment Following Trial

Legal Issues

  1. 1 Whether Mr Jardin was entitled to terminate the employment deed by giving three months' notice
  2. 2 Whether restraints imposed by the deed were enforceable or unreasonable restraints of trade
  3. 3 Whether Jardim Investments was incorporated to avoid restraints on Mr Jardin

Ratio Decidendi

Mr Jardin was entitled to terminate his employment deed by three months' notice under cl 12.1(a), as the deed of release preserved this right. The restraints in cl 3.2 of the employment deed, as restated in the deed of release, were enforceable to the extent they were reasonable and only insofar as they protected Metcash’s legitimate interests (customer connections, confidential information, and investment in competitors), but not as to general investment in non-competing companies. The structure and conduct of Jardim Investments did not warrant an injunction solely to prevent the investment per se. However, active involvement in SPAR Australia could constitute an agency for Mr Jardin and...

Court Disposition

Injunctions granted in terms specified in paragraphs 73 and 74 against the first and second defendants until 30 November 2010; relief against Jardim Investments denied as to pure investment; costs and TPA issue adjourned for further submissions.

Orders

  • First defendant (Mr Jardin) restrained until 30 November 2010 from holding more than 5% in any company (including SPAR Australia), taking employment or director position with SPAR, discussing SPAR business except with legal advisors, competing with plaintiffs, soliciting plaintiffs' customers/employees, or...
  • Second defendant (Jardim Investments) restrained until 30 November 2010 from discussing SPAR business except with legal advisors, competing with plaintiffs or acting for SPAR, soliciting plaintiffs' customers/employees, or disclosing plaintiffs' documents other than to legal advisors. Nothing in the orders prevents...