Behaviour That Amounts To Breach Of Non-Solicitation Clause - Baldwins (Ashby) Limited v Maidstone

The Case Concerned A Clause Under Which The Vendor Of An Accountancy Business Agreed That He Would Not "Canvass, Solicit Or Endeavour To Entice Away" Any Clients. The Purchaser Alleged That This Covenant Had Been Breached.
UK Employment and HR
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The Case Concerned A Clause Under Which The Vendor Of An Accountancy Business Agreed That He Would Not "Canvass, Solicit Or Endeavour To Entice Away" Any Clients. The Purchaser Alleged That This Covenant Had Been Breached.

The High Court Agreed. In The Course Of The Judgment, The Judge Observed:

  • Both "Canvassing" And "Soliciting" Involve An Approach To Customers With A View To Appropriating The Customer's Business. There Has To Be An Active Component And A Positive Intention. A General Advertisement About Availability For Custom Would Not Be A Breach.
  • It Is Not Necessarily The Case That The Person Giving The Covenant Must Initiate Contact With Clients. What Matters More Is What Is Said At The Meeting Between The Two.

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