Manufacturing Excellence Ltd v Hemming (t/a Hemming-Mann Ltd) & Ors [2013] EWHC 2825 (QB) (18 September 2013)

Manufacturing Excellence Ltd v Hemming (t/a Hemming-Mann Ltd) & Ors [2013] EWHC 2825 (QB) (18 September 2013)

The 2007 consultancy contract was between the claimant and HMIM (Hemming-Mann Interim Management Ltd), not Steve Hemming personally, with 'Hemming-Mann Ltd' being a misnomer. The contracts with Mr Hill and HMIM continued beyond their expiry dates by conduct, and the restraint clauses remained in force, subject to enforceability. The statutory and regulatory requirements regarding company names did not render the contracts void or impose personal liability. The claimant's claims against Steve Hemming personally failed as he was not a party to the contract. The contracts' post-termination restrictions applied to HMIM and Mr Hill, but not to Mr Hemming personally.

Citation
[2013] EWHC 2825
Parties
Claimant: Manufacturing Excellence Limited; First Defendant: Steve Hemming trading as Hemming-Mann Limited; Second Defendant: Graham Hill trading as Graham Hill Training; Third Defendant: Alastair Birkhead; Fourth Defendant: Parallax Partners Limited
Jurisdiction
England and Wales
Judgment Date
18 September 2013
Procedural Posture
Commercial Contract and Tort Claim / High Court Trial Judgment
Outcome
Claim against Steve Hemming personally dismissed; contracts found to be with HMIM. Contracts with Mr Hill and HMIM continued by conduct. Restraint clauses applied to HMIM and Mr Hill, subject to enforceability. Quantum of damages to be determined by experts if liability established.
Legal Topics
Consultancy Agreements, Restraint of Trade, Breach of Contract, Breach of Confidence, Economic Torts, Constructive Trust, Agency, Company Misnomer, Post Termination Restrictions
Contract Law Company Law Employment Law Tort Law Consultancy Agreements Restraint of Trade Breach of Contract Breach of Confidence +5 more

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Parties

Manufacturing Excellence Limited

Claimant

Steve Hemming trading as Hemming-Mann Limited

First Defendant

Graham Hill trading as Graham Hill Training

Second Defendant

Alastair Birkhead

Third Defendant

Parallax Partners Limited

Fourth Defendant

Procedural Posture

Commercial Contract and Tort Claim / High Court Trial Judgment

Legal Issues

  1. 1 Whether Steve Hemming was personally a party to the 2007 consultancy contract or whether the contract was with his company (HMIM)
  2. 2 Whether the consultancy contracts with the defendants continued after their stated expiry dates
  3. 3 Whether the restraint of trade clauses in the contracts were enforceable

Ratio Decidendi

The 2007 consultancy contract was between the claimant and HMIM (Hemming-Mann Interim Management Ltd), not Steve Hemming personally, with 'Hemming-Mann Ltd' being a misnomer. The contracts with Mr Hill and HMIM continued beyond their expiry dates by conduct, and the restraint clauses remained in force, subject to enforceability. The statutory and regulatory requirements regarding company names did not render the contracts void or impose personal liability. The claimant's claims against Steve Hemming personally failed as he was not a party to the contract. The contracts' post-termination restrictions applied to HMIM and Mr Hill, but not to Mr Hemming personally.

Court Disposition

Claim against Steve Hemming personally dismissed; contracts found to be with HMIM. Contracts with Mr Hill and HMIM continued by conduct. Restraint clauses applied to HMIM and Mr Hill, subject to enforceability. Quantum of damages to be determined by experts if liability established.

Orders

  • Claim against Steve Hemming personally dismissed.
  • Contracts with Mr Hill and HMIM found to continue by conduct; post-termination restrictions apply.