PJD Investment/P.J. Donohoe, Paul S. Power/Press-O-Matic Ltd and Novum [1993] IECA 142 (27th October, 1993)

PJD Investment/P.J. Donohoe, Paul S. Power/Press-O-Matic Ltd and Novum [1993] IECA 142 (27th October, 1993)

The agreement, as amended to limit the duration of the non-compete clauses (other than confidentiality) to expire from 1 October 1993, no longer offends against Section 4(1) of the Competition Act 1991. The confidentiality restriction, being unlimited in time, is permissible provided it is not used to prevent competition.

Citation
[1993] IECA 142
Parties
Vendor: P. J. Donohoe; Vendor: Paul S. Power; Target Company: PJD Investment Company; Purchaser: Fitzwilton plc; Subsidiary: Press-O-Matic Limited; Subsidiary: Novum (Overseas) Limited
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification/assessment / Final Decision and Certificate Issued
Outcome
Certificate issued; agreement does not offend against Section 4(1) as amended.
Legal Topics
Non Compete Clauses, Share Purchase Agreements, Section 4(1) Competition Act 1991, Goodwill Transfer, Restrictive Covenants
Competition Law Corporate Law Non Compete Clauses Share Purchase Agreements Section 4(1) Competition Act 1991 Goodwill Transfer Restrictive Covenants

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Parties

P. J. Donohoe

Vendor

Paul S. Power

Vendor

PJD Investment Company

Target Company

Fitzwilton plc

Purchaser

Press-O-Matic Limited

Subsidiary

Novum (Overseas) Limited

Subsidiary

Procedural Posture

Competition Authority Notification/assessment / Final Decision and Certificate Issued

Legal Issues

  1. 1 Whether the non-compete and related restrictive covenants in the share purchase agreement offend against Section 4(1) of the Competition Act 1991
  2. 2 Whether the duration and scope of the non-compete clause are justified for the transfer of goodwill
  3. 3 Whether the agreement as amended is compatible with Irish competition law

Ratio Decidendi

The agreement, as amended to limit the duration of the non-compete clauses (other than confidentiality) to expire from 1 October 1993, no longer offends against Section 4(1) of the Competition Act 1991. The confidentiality restriction, being unlimited in time, is permissible provided it is not used to prevent competition.

Court Disposition

Certificate issued; agreement does not offend against Section 4(1) as amended.

Orders

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