The Court of Justice held that a trade restriction could exist if a party contractually agreed to restrict its freedom to trade with non-parties in the future. The deference may be justified by reference to the parties and the public interest. Inequality of bargaining power has been a relevant factor, but it does not by its nature prove reluctance or distortion. Finally, a review might be relevant to a trade restriction, but it must be different from the benefit of contract performance. Most shareholders of a company will have a detailed knowledge of the company`s intellectual property, such as trade secrets, business plans, relationships with key stakeholders and access to customer/client lists. A non-compete clause in the shareholders` pact is intended to protect and use all shareholders by preventing one of the owners from using the company`s intellectual property to create a competing business or to contribute to a direct competitor. We can also design, revise and structure new and existing agreements to adapt them to your company`s requirements and special circumstances. The development of an enforceable non-compete clause can be a complex part of the shareholders` pact. At the time of development, it is customary for shareholders to be on good terms with each other. At the time, there was an attempt to impose itself, which is often not the case yet. The advisor submitted that, after leaving the company, he had ceased to be a shareholder and that the restrictions were therefore not applicable. Moreover, these restrictions of a 12-month trade limitation period would not be applicable and would be overly broad. Restrictions are most often formulated in dissociable (or cascading) terms, which list a number of possible combinations of retention zones, limitation times and reserved activities.
This allows a court to invoke the „blue pencil“ rule, which allows the court to remove the unenforceable parts from the deduction and leave the opposable exhibits. While much of the judgment dealt with the implementation of relevant restrictive agreements, the Court`s decision also confirms the distinction that distinguishes English law between restrictions in employment contracts and restrictions in shareholder contracts and other bargaining contracts, such as share purchase contracts. The Queensland Supreme Court refused to impose a three-year non-competition clause, which is included in the REIQ Contract Business Sale (Second Edition), an employment contract and a transaction contract. When developing a shareholder pact, it is always a good idea to consider the possibility of shareholders selling their shares or leaving the company.