Thermascan Ltd v Norman

Thermascan Ltd v Norman

A blanket prohibition on soliciting or canvassing the claimant's clients cannot be justified under fiduciary duties or the Companies Act 2006, as there was no maturing business opportunity at the time of the defendant's resignation and the contractual restraint had expired. The defendant is entitled to exploit his general fund of skill and knowledge, including business contacts, after resignation.

Parties
Claimant: Thermascan Limited; Defendant: Norman
Jurisdiction
England and Wales
Judgment Date
16 July 2009
Procedural Posture
Civil / Interlocutory Application for Interim Injunction
Outcome
Application for interim order prohibiting solicitation or canvassing of claimant's clients rejected.
Legal Topics
Post Employment Restraints, Fiduciary Duties, Confidential Information, Solicitation of Clients
Employment Law Company Law Post Employment Restraints Fiduciary Duties Confidential Information Solicitation of Clients

Case Brief

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Parties

Thermascan Limited

Claimant

Norman

Defendant

Procedural Posture

Civil / Interlocutory Application for Interim Injunction

Legal Issues

  1. 1 Whether a blanket prohibition on soliciting or canvassing the claimant's clients post-employment is justified under fiduciary duties or contractual restraints
  2. 2 Whether the defendant's actions constituted exploitation of a maturing business opportunity belonging to the claimant

Ratio Decidendi

A blanket prohibition on soliciting or canvassing the claimant's clients cannot be justified under fiduciary duties or the Companies Act 2006, as there was no maturing business opportunity at the time of the defendant's resignation and the contractual restraint had expired. The defendant is entitled to exploit his general fund of skill and knowledge, including business contacts, after resignation.

Court Disposition

Application for interim order prohibiting solicitation or canvassing of claimant's clients rejected.

Orders

  • The defendant's undertaking not to use or disclose confidential information of the claimant remains in place until trial.