Dairygold/Muileann Ui Luasa Teo [1993] IECA 22 (11th June, 1993)

Dairygold/Muileann Ui Luasa Teo [1993] IECA 22 (11th June, 1993)

The Authority found that the acquisition agreement, as amended to reduce the duration of the non-compete clauses from three to two years, did not have the object or effect of preventing, restricting, or distorting competition within the State or any part of it. The restrictions were no more than necessary to secure the transfer of goodwill, and thus the agreement did not offend Section 4(1) of the Competition Act, 1991.

Citation
[1993] IECA 22
Parties
Acquirer: Dairygold Cooperative Society Ltd.; Acquirer Subsidiary: Dairygold Finance Limited; Vendor: Muileann Ui Luasa Teo.; Vendor Parent: IAWS Group plc.
Jurisdiction
Ireland
Procedural Posture
Competition Authority Decision / Final Decision and Certificate Issued
Outcome
Certificate granted; agreement does not offend Section 4(1) of the Competition Act, 1991 as amended.
Legal Topics
Merger Control, Non Compete Clauses, Sale of Business, Market Concentration, Section 4 Competition Act 1991
Competition Law Commercial Law Merger Control Non Compete Clauses Sale of Business Market Concentration Section 4 Competition Act 1991

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Parties

Dairygold Cooperative Society Ltd.

Acquirer

Dairygold Finance Limited

Acquirer Subsidiary

Muileann Ui Luasa Teo.

Vendor

IAWS Group plc.

Vendor Parent

Procedural Posture

Competition Authority Decision / Final Decision and Certificate Issued

Legal Issues

  1. 1 Whether the acquisition agreement and associated non-compete clauses offend Section 4(1) of the Competition Act, 1991 by preventing, restricting or distorting competition.
  2. 2 Whether the duration and scope of the non-compete clauses are necessary and proportionate to protect the goodwill of the business.

Ratio Decidendi

The Authority found that the acquisition agreement, as amended to reduce the duration of the non-compete clauses from three to two years, did not have the object or effect of preventing, restricting, or distorting competition within the State or any part of it. The restrictions were no more than necessary to secure the transfer of goodwill, and thus the agreement did not offend Section 4(1) of the Competition Act, 1991.

Court Disposition

Certificate granted; agreement does not offend Section 4(1) of the Competition Act, 1991 as amended.

Orders

  • Certificate issued confirming the agreement as amended does not offend Section 4(1) of the Competition Act, 1991.