Siuicre Eireann/Talmino & Ch. Lyons, Ml. Tully, Th. Keleghan, Ch. Garavan [1994] IECA 344 (14th June, 1994)

Siuicre Eireann/Talmino & Ch. Lyons, Ml. Tully, Th. Keleghan, Ch. Garavan [1994] IECA 344 (14th June, 1994)

The non-compete and non-solicitation clauses, as originally notified, exceeded what was necessary to secure the transfer of goodwill and thus offended Section 4(1). However, following the undertaking not to enforce these provisions beyond 31 March 1994, the restrictions no longer offend Section 4(1). The confidentiality clauses are ancillary and do not offend the Act.

Citation
[1994] IECA 344
Parties
Purchaser: Siuicre Eireann cpt; Vendor: Talmino Ltd; Vendor: Charles Lyons; Vendor: Michael Tully; Vendor: Thomas Keleghan; Vendor: Charles Garavan
Jurisdiction
Ireland
Procedural Posture
Competition Authority Decision / Final Decision and Certificate Issued
Outcome
Certificate issued; notified agreements do not offend Section 4(1) as amended by undertaking.
Legal Topics
Non Compete Clauses, Share Purchase Agreements, Employment Agreements, Ancillary Restraints, Section 4 Competition Act 1991
Competition Law Non Compete Clauses Share Purchase Agreements Employment Agreements Ancillary Restraints Section 4 Competition Act 1991

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Parties

Siuicre Eireann cpt

Purchaser

Talmino Ltd

Vendor

Charles Lyons

Vendor

Michael Tully

Vendor

Thomas Keleghan

Vendor

Charles Garavan

Vendor

Procedural Posture

Competition Authority Decision / Final Decision and Certificate Issued

Legal Issues

  1. 1 Whether non-compete and non-solicitation clauses in share purchase and employment agreements offend Section 4(1) of the Competition Act, 1991
  2. 2 Whether the agreements constitute agreements between undertakings under the Act
  3. 3 Whether the duration and scope of the restrictive covenants are justified

Ratio Decidendi

The non-compete and non-solicitation clauses, as originally notified, exceeded what was necessary to secure the transfer of goodwill and thus offended Section 4(1). However, following the undertaking not to enforce these provisions beyond 31 March 1994, the restrictions no longer offend Section 4(1). The confidentiality clauses are ancillary and do not offend the Act.

Court Disposition

Certificate issued; notified agreements do not offend Section 4(1) as amended by undertaking.

Orders

  • Certificate issued for notifications CA/653/92E, CA/654/92E, CA/655/92E, CA/656/92E, CA/657/92E.