Rush Hair Ltd v Gibson-Forbes & Anor [2016] EWHC 2589 (QB) (21 October 2016)

Rush Hair Ltd v Gibson-Forbes & Anor [2016] EWHC 2589 (QB) (21 October 2016)

The restrictive covenants in clauses 7.1.2 and 7.1.3 of the SPA are enforceable, reasonable in scope, and prohibit Ms Gibson-Forbes from canvassing, soliciting, enticing, or employing the named individuals whether on her own behalf or as agent for another. The SPA's covenants are not void for uncertainty or contrary to public policy. The claimant is permitted to amend its Particulars of Claim. Ms Gibson-Forbes did not breach clause 7.1.2 by employing Jo Thomson, as the engagement was by S. J. Forbes Ltd and not by her personally or as agent in a manner prohibited by the SPA. The employment of Luke Harris and Charlotte Hanson did constitute a breach, entitling Rush to withhold the deferred...

Citation
[2016] EWHC 2589
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
Business Sale Restrictive Covenant Dispute / Trial Judgment
Outcome
Claimant permitted to amend Particulars of Claim; restrictive covenants upheld as enforceable; no injunction granted; deferred consideration properly withheld.
Legal Topics
Restrictive Covenants, Sale of Business, Non Compete Clauses, Enforceability of Covenants, Interpretation of Contracts, Public Policy Restraints of Trade
Contract Law Employment Law Business Law Restrictive Covenants Sale of Business Non Compete Clauses Enforceability of Covenants Interpretation of Contracts +1 more

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Parties

Rush Hair Limited

Claimant

Hayley Gibson-Forbes

First Defendant

S. J. Forbes Limited

Second Defendant

Procedural Posture

Business Sale Restrictive Covenant Dispute / Trial Judgment

Legal Issues

  1. 1 Whether the claimant may amend its Particulars of Claim to allege canvassing/soliciting of Jo Thomson
  2. 2 Proper construction of clauses 7.1.2 and 7.1.3 of the Share Purchase Agreement (SPA)
  3. 3 Whether the restrictive covenants are 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 prohibit Ms Gibson-Forbes from canvassing, soliciting, enticing, or employing the named individuals whether on her own behalf or as agent for another. The SPA's covenants are not void for uncertainty or contrary to public policy. The claimant is permitted to amend its Particulars of Claim. Ms Gibson-Forbes did not breach clause 7.1.2 by employing Jo Thomson, as the engagement was by S. J. Forbes Ltd and not by her personally or as agent in a manner prohibited by the SPA. The employment of Luke Harris and Charlotte Hanson did constitute a breach, entitling Rush to withhold the deferred...

Court Disposition

Claimant permitted to amend Particulars of Claim; restrictive covenants upheld as enforceable; no injunction granted; deferred consideration properly withheld.

Orders

  • Permission granted to amend Particulars of Claim to include canvassing/soliciting allegation.
  • Declaration that clauses 7.1.2 and 7.1.3 of the SPA are enforceable.