Score Draw Ltd v PNH International Ltd

Score Draw Ltd v PNH International Ltd

PNHI breached clause 6.1.1 of the Shareholders’ Agreement by soliciting and accepting custom from LFC, a Restricted Person, in respect of Restricted Products, jointly with or through PNH Ltd, from April 2015 to mid-September 2016. Clause 6.1.1 was not an unreasonable restraint of trade, was not waived or discharged, and Score Draw suffered loss as a result. Damages are awarded based on loss of a real chance to renew the licence with LFC.

Parties
Claimant: Score Draw Limited; Defendant: PNH International Limited
Jurisdiction
England and Wales
Judgment Date
30 March 2021
Procedural Posture
Commercial / Final Judgment
Outcome
Claim allowed
Legal Topics
Shareholders' Agreement, Restrictive Covenants, Restraint of Trade, Breach of Contract, Damages, Injunction, Waiver, Estoppel, Causation, Quantum
Contract Company Commercial Shareholders' Agreement Restrictive Covenants Restraint of Trade Breach of Contract Damages +5 more

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Parties

Score Draw Limited

Claimant

PNH International Limited

Defendant

Procedural Posture

Commercial / Final Judgment

Legal Issues

  1. 1 Whether PNHI breached clause 6.1.1 of the Shareholders’ Agreement by soliciting and accepting custom from LFC
  2. 2 Whether clause 6.1.1 is an unreasonable restraint of trade
  3. 3 Whether Score Draw waived or is estopped from relying on clause 6.1.1

Ratio Decidendi

PNHI breached clause 6.1.1 of the Shareholders’ Agreement by soliciting and accepting custom from LFC, a Restricted Person, in respect of Restricted Products, jointly with or through PNH Ltd, from April 2015 to mid-September 2016. Clause 6.1.1 was not an unreasonable restraint of trade, was not waived or discharged, and Score Draw suffered loss as a result. Damages are awarded based on loss of a real chance to renew the licence with LFC.

Court Disposition

Claim allowed

Orders

  • PNHI to pay Score Draw damages of £610,250
  • Injunction granted restraining further breaches of clause 6.1