Jones Engineering Ltd. [1994] IECA 371 (28th October, 1994)

Jones Engineering Ltd. [1994] IECA 371 (28th October, 1994)

The shareholders agreement, as amended to remove the post-termination non-compete and limit non-solicitation to one year, does not offend Section 4(1) of the Competition Act 1991. The agreement is between undertakings, but the restrictions are no more than necessary to protect the business and do not restrict competition unlawfully.

Citation
[1994] IECA 371
Parties
Notifying Party/shareholder: Aldwych Investment Company Limited; Notifying Party/shareholder: Mr. Eric Kinsella; Notifying Party/shareholder: Mr. Des Collins; Notifying Party/shareholder: Mr. Jim Curley; Notifying Party/shareholder: Mr. Brendan Daly; Notifying Party/company: Sanara Limited (now Jones Engineering Ltd.)
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification/decision / Final Decision on Notification and Issuance of Certificate
Outcome
Certificate issued; agreement found not to offend Section 4(1) as amended.
Legal Topics
Shareholders Agreement, Non Compete Clauses, Non Solicitation Clauses, Management Buyout, Agreement Between Undertakings, Section 4(1) Competition Act 1991
Competition Law Shareholders Agreement Non Compete Clauses Non Solicitation Clauses Management Buyout Agreement Between Undertakings Section 4(1) Competition Act 1991

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Parties

Aldwych Investment Company Limited

Notifying Party/shareholder

Mr. Eric Kinsella

Notifying Party/shareholder

Mr. Des Collins

Notifying Party/shareholder

Mr. Jim Curley

Notifying Party/shareholder

Mr. Brendan Daly

Notifying Party/shareholder

Sanara Limited (now Jones Engineering Ltd.)

Notifying Party/company

Procedural Posture

Competition Authority Notification/decision / Final Decision on Notification and Issuance of Certificate

Legal Issues

  1. 1 Whether the shareholders agreement constitutes an agreement between undertakings under Section 4(1) of the Competition Act 1991
  2. 2 Whether the restrictive covenants in the agreement offend against Section 4(1)
  3. 3 Whether the amended agreement is compliant with competition law

Ratio Decidendi

The shareholders agreement, as amended to remove the post-termination non-compete and limit non-solicitation to one year, does not offend Section 4(1) of the Competition Act 1991. The agreement is between undertakings, but the restrictions are no more than necessary to protect the business and do not restrict competition unlawfully.

Court Disposition

Certificate issued; agreement found not to offend Section 4(1) as amended.

Orders

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