Breach of Non-Solicitation Clauses

Employment Law and Restrictive Covenants: Breach of Non-Solicitation Clauses

On the sale of a business, a buyer will usually require restrictive covenants to limit the ability of the seller to compete with it post-sale. These normally take the form of non-dealing clauses and non-solicitation clauses. Following a recent High Court judgement, Baldwins (Ashby) Limited v Andrew Maidstone, sellers need to ensure that they are fully aware of the risks of breaching non-solicitation clauses even when former clients initiate the contact.

The Remedy of Specific Performance

Specific performance is a discretionary remedy that may be ordered by a court in the context of a contractual dispute. The remedy is used to compel a party to a contract to carry out its obligations under the contract where damages would not be adequate.

Assignment of Trade Marks

Trade mark owners may assign their trade marks to another person in much the same way as they might assign other property.

When May a Company Purchase Its Own Shares

Share Buy-Backs: how may a company purchase its own shares?

The Companies Act 2006 contains detailed provisions setting out the procedure for a company to purchase its own shares. It is important for directors and shareholders to know that the procedure is available. There can be tax reasons that justify a company buying shares back from a shareholder, although tax advice from an accountant or appropriately qualified tax adviser should first be taken before initiating a share buy-back.

Removing Company Directors under the Companies Act 2006

It is common for a company director to have an executive service contract in place with the company. Such a contract will deal with the director's terms of service, including remuneration and benefits. The contract may also give the term of the director's appointment. However, a director may be removed from office before the end of his term of appointment by an ordinary resolution of the shareholders. The procedure is dealt with by sections 168 and 169 of the Companies Act 2006 and can be used notwithstanding any agreement made between that director and the company.

Contract (Rights of Third Parties) Act 1999: The Basics

Contract law is based upon the fundamental common law doctrine of privity of contract. Privity of contract provides that a contract cannot confer rights or impose obligations upon any person except the parties to that contract. The Contract (Rights of Third Parties) act 1999 provides an important exception to this rule. The Act may give rights to a third party where the purpose of a contract was to grant them such rights. As such, a third party who is not party to a contract may then enforce the contract on his own terms. There are two situations where this applies.

Contract Law: What is Novation?

In simple terms Novation means replacing a party to a contract with a new party. It is a concept that originated in Roman Law and refers to the process by which two contracting parties agree, by consent, to replace one of them with a third party. It provides a means by which parties can work around the doctrine of privity of contract whereby only the original parties to a contract are bound by and are able to exercise the rights created by that contract. The process of Novation actually changes the parties to a contract such that there is effectively a new contract between those parties on the same terms.