Rush Hair Ltd v Gibson-Forbes & Anor

Rush Hair Ltd v Gibson-Forbes & Anor

The restrictive covenants in clauses 7.1.2 and 7.1.3 of the SPA are enforceable, reasonable in scope, and cover acts done by Ms Gibson-Forbes as agent for a company. Ms Gibson-Forbes breached clause 7.1.2 by employing Luke Harris, Charlotte Hanson, and Jo Thomson through companies she controlled. There was no breach by canvassing/soliciting Jo Thomson. Rush was entitled to withhold deferred consideration. Rush did not repudiate the SPA by its conduct.

Parties
Claimant: Rush Hair Limited; First Defendant: Hayley Gibson-Forbes; Second Defendant: S. J. Forbes Limited
Jurisdiction
England and Wales
Judgment Date
21 October 2016
Procedural Posture
Civil (contract/commercial) / Judgment After Expedited Trial
Outcome
Claim allowed in part; restrictive covenants enforced; permission to amend granted; further submissions invited on injunction/damages.
Legal Topics
Construction of Restrictive Covenants, Enforceability of Post Sale Restraints, Employment and Agency in Business Sales, Public Policy in Restraint of Trade, Corporate Veil and Agency
Contract Law Restrictive Covenants Business Sale Construction of Restrictive Covenants Enforceability of Post Sale Restraints Employment and Agency in Business Sales Public Policy in Restraint of Trade Corporate Veil and Agency

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Parties

Rush Hair Limited

Claimant

Hayley Gibson-Forbes

First Defendant

S. J. Forbes Limited

Second Defendant

Procedural Posture

Civil (contract/commercial) / Judgment After Expedited Trial

Legal Issues

  1. 1 Should Rush be permitted to amend its Particulars of Claim to plead canvassing/soliciting Jo Thomson?
  2. 2 What is the correct construction of clauses 7.1.2 and 7.1.3 of the SPA?
  3. 3 Are the restrictions in those clauses unenforceable as contrary to public policy?

Ratio Decidendi

The restrictive covenants in clauses 7.1.2 and 7.1.3 of the SPA are enforceable, reasonable in scope, and cover acts done by Ms Gibson-Forbes as agent for a company. Ms Gibson-Forbes breached clause 7.1.2 by employing Luke Harris, Charlotte Hanson, and Jo Thomson through companies she controlled. There was no breach by canvassing/soliciting Jo Thomson. Rush was entitled to withhold deferred consideration. Rush did not repudiate the SPA by its conduct.

Court Disposition

Claim allowed in part; restrictive covenants enforced; permission to amend granted; further submissions invited on injunction/damages.

Orders

  • Permission to amend Particulars of Claim granted.
  • Declaration that Ms Gibson-Forbes breached clauses 7.1.2 and 7.1.3 of the SPA by employing Luke Harris, Charlotte Hanson, and Jo Thomson.