Norbrook Laboratories (GB) Ltd v Adair & Anor [2008] EWHC 978 (QB) (06 May 2008)

Norbrook Laboratories (GB) Ltd v Adair & Anor [2008] EWHC 978 (QB) (06 May 2008)

The confidentiality agreement is enforceable and Ms Adair consents to its terms. Clause 6.1(a) of the contract, the non-compete covenant, is unreasonably wide and void as a restraint of trade, as it applies to businesses and products with which Ms Adair may have had only tenuous or historical connections. Clause 6.1(b), the non-solicitation/dealing covenant, is enforceable only after severance of the phrase 'direct access to and/or', and is reasonable in scope and duration as it protects Norbrook's legitimate interests in confidential information and customer connections. The pool of precluded customers is not too wide, but inclusion of 'prospective customers' is unreasonable.

Citation
[2008] EWHC 978
Parties
Claimant: Norbrook Laboratories (GB) Limited; First Defendant: Rebecca Adair; Second Defendant: Pfizer Limited
Jurisdiction
England and Wales
Judgment Date
06 May 2008
Procedural Posture
Trial / Final Judgment
Outcome
Claim partly allowed
Legal Topics
Restrictive Covenants, Confidential Information, Restraint of Trade, Injunctions
Employment Law Contract Law Restrictive Covenants Confidential Information Restraint of Trade Injunctions

Case Brief

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Parties

Norbrook Laboratories (GB) Limited

Claimant

Rebecca Adair

First Defendant

Pfizer Limited

Second Defendant

Procedural Posture

Trial / Final Judgment

Legal Issues

  1. 1 Are the post-termination restrictive covenants in Ms Adair's contract enforceable?
  2. 2 Is the confidentiality agreement enforceable?
  3. 3 Is the scope and duration of the restraints reasonable?

Ratio Decidendi

The confidentiality agreement is enforceable and Ms Adair consents to its terms. Clause 6.1(a) of the contract, the non-compete covenant, is unreasonably wide and void as a restraint of trade, as it applies to businesses and products with which Ms Adair may have had only tenuous or historical connections. Clause 6.1(b), the non-solicitation/dealing covenant, is enforceable only after severance of the phrase 'direct access to and/or', and is reasonable in scope and duration as it protects Norbrook's legitimate interests in confidential information and customer connections. The pool of precluded customers is not too wide, but inclusion of 'prospective customers' is unreasonable.

Court Disposition

Claim partly allowed

Orders

  • Permanent injunction granted in terms of the Confidentiality Agreement against Ms Adair and Pfizer.
  • Clause 6.1(a) non-compete covenant declared void and unenforceable against Ms Adair.