Carroll/Sutcliffe [1993] IECA 29 (9th September, 1993)

Carroll/Sutcliffe [1993] IECA 29 (9th September, 1993)

The amended agreement, with reduced durations and narrowed scope of non-compete and confidentiality clauses, does not offend against Section 4(1) of the Competition Act 1991, as the restrictions are now proportionate and necessary only to protect the goodwill of the business. Employment agreements are only covered by Section 4(1) if they are integral to the sale and involve undertakings.

Citation
[1993] IECA 29
Parties
Seller: John D. Carroll Catering Ltd.; Buyer: Sutcliffe Ireland Ltd.; Seller/employee: Mr. John D. Carroll; Seller: Ms. Marie Therese Bosco Carroll; Employee: Mr. K. Carroll
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification/decision / Final Decision and Certification
Outcome
Certificate granted; agreement does not offend against Section 4(1) of the Competition Act 1991 as amended.
Legal Topics
Non Compete Clauses, Sale of Business, Market Definition, Employment Agreements, Confidential Information, Section 4(1) Competition Act 1991
Competition Law Mergers & Acquisitions Non Compete Clauses Sale of Business Market Definition Employment Agreements Confidential Information Section 4(1) Competition Act 1991

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Parties

John D. Carroll Catering Ltd.

Seller

Sutcliffe Ireland Ltd.

Buyer

Mr. John D. Carroll

Seller/employee

Ms. Marie Therese Bosco Carroll

Seller

Mr. K. Carroll

Employee

Procedural Posture

Competition Authority Notification/decision / Final Decision and Certification

Legal Issues

  1. 1 Whether the sale and related non-compete and confidentiality clauses offend against Section 4(1) of the Competition Act 1991
  2. 2 Whether employment agreements form part of an agreement between undertakings under competition law
  3. 3 Whether the duration and scope of non-compete and confidentiality clauses are justified and proportionate

Ratio Decidendi

The amended agreement, with reduced durations and narrowed scope of non-compete and confidentiality clauses, does not offend against Section 4(1) of the Competition Act 1991, as the restrictions are now proportionate and necessary only to protect the goodwill of the business. Employment agreements are only covered by Section 4(1) if they are integral to the sale and involve undertakings.

Court Disposition

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

Orders

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