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 reasonable and enforceable, construed to prohibit Ms Gibson-Forbes from canvassing, soliciting, enticing, or employing named individuals whether on her own behalf or as agent for another, and from being involved in a competing hairdressing business within the defined area for two years. The engagement of Jo Thomson by SJFL, with Ms Gibson-Forbes acting as agent, constituted a breach. The deferred consideration was lawfully withheld due to earlier breaches. The application to amend the Particulars of Claim was allowed as no prejudice was caused to the defendants.

Citation
[2016] EWHC 2589 (QB)
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
Claim allowed in part
Legal Topics
Restrictive Covenants, Sale of Business, Non Compete Clauses, Enforceability of Covenants, Interpretation of Contracts, Public Policy in Restraint of Trade
Contract Law Employment Law Commercial 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 plead canvassing/soliciting of Jo Thomson
  2. 2 Proper construction of clauses 7.1.2 and 7.1.3 of the 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 reasonable and enforceable, construed to prohibit Ms Gibson-Forbes from canvassing, soliciting, enticing, or employing named individuals whether on her own behalf or as agent for another, and from being involved in a competing hairdressing business within the defined area for two years. The engagement of Jo Thomson by SJFL, with Ms Gibson-Forbes acting as agent, constituted a breach. The deferred consideration was lawfully withheld due to earlier breaches. The application to amend the Particulars of Claim was allowed as no prejudice was caused to the defendants.

Court Disposition

Claim allowed in part

Orders

  • Permission granted to amend Particulars of Claim to plead canvassing/soliciting of Jo Thomson
  • Declaration that Ms Gibson-Forbes breached clause 7.1.2 of the SPA by employing Jo Thomson