Ensure restrictive covenants in a sale agreement are enforceable (as the courts won’t do it for you)

The Court of Appeal has recently overturned a decision of the High Court in which the judge read words into a restrictive covenant clause to reflect what he determined the parties had in mind at the time of drafting. The Court of Appeal decision underlines the importance of ensuring that any non-compete restriction in a sale agreement is clear and fully reflects the intention of the parties. The court generally will not correct poor draughtsmanship, which makes the clause ineffective.

The case of Prophet plc v Huggett [2014] EWCA Civ 1013 concerned a restrictive covenant that attempted to restrict Mr Huggett from competing with software manufacturer Prophet when he left the business ‘in connection with any products… which he was involved whilst employed’. As he would only have been involved in working with Prophet’s proprietary software during his employment, the restrictive covenant — when read literally — provided no protection for Prophet. Once Mr Huggett began working for a competitor, he would no longer be dealing with Prophet’s software but with that of the competitor…

Click on the link below to read the rest of the Kemp Little briefing.

Sign in or Register to continue reading this article

Sign in


It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer


Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.


Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.


Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.

Analysis from The Lawyer

  • sapling

    Profit on the margins

    You don’t have to be a big firm to innovate and thrive in a downturn, as our look at the lower half of the UK 200 shows. We pick 10 inspiring stories

  • Chart4

    Good offices

    Making the most of your office space is a management priority these days, as exclusive new data in the UK 200 reveals


Cheapside House
138 Cheapside

Turnover (£m): 8.00
No. of lawyers: 37