Restrictive covenants

[MrAnon]

Hi,

I sold my ltd business a while ago and am now thinking about going back into the type of work I used to do but as an employee not owner. I have had a couple of old clients say to me that they want to leave the firm I sold and join me at the new firm I work at. My question is would I face any issue if I accepted them, I would most likely be the person they worked with and not someone else within the firm.

It has been over 2 years since I sold the business.

Thank you

RESTRICTIVE COVENANTS
7.1 Subject to clause 7.3, each Seller undertakes with the Buyer and

• the Company that, except with the prior consent in writing of the Buyer he will not, either on
  his own account or through or in conjunction, association or by arrangement with or on behalf
  of any person or persons whether for his own benefit or that of others and whether directly or
  indirectly for a period of two years from the Completion Date:
  7.1.1 carry on or be employed, engaged, concerned or interested (directly or indirectly) in
  any Restricted Business in England and Wales, but this sub clause will not prevent
  him from holding for investment up to 3% of any class of securities of a company
  which are dealt with on a recognised investment exchange;
  7.1.2 solicit, canvass or approach or otherwise seek the custom of any person (including a
  Purchasing Authority), who, at any time during the 12 months immediately prior to the
  Completion Date:
  a) was provided with goods or services by the Company from time to time;
  b) was the provider of goods and services to the Company from time to time;
  c) has been a user of the services provided by the Company or who has
  been canvassed by the Company (otherwise than by general advertising)

With a view to becoming a user of the services provided by the
Company;
d) had negotiations with the Company from time to time relating to the provision
of such goods or services; or
e) otherwise dealt with the Company from time to time;
for the purpose of offering to that person goods or services similar to those with which
he was so provided or otherwise to entice away the custom or business of that
person from the Company;
7.1.3 deal with or supply to any person specified in clause 7.1.2 goods or services similar
to those with which such person was so provided at any time during the 6 months
immediately prior to the Completion Date or enter into any transaction with such
person in relation to such goods or services;
7.1.4 solicit or entice away or endeavour to solicit or entice away from the Company or
offer to employ or offer to conclude any contract for services with any director,
manager, consultant or senior employee who worked for the Company at any time
during the 6 months immediately prior to the Completion Date (whether or not such
person would commit any breach of contract by reason of his leaving service), save
that the Sellers shall not be precluded from interviewing or recruiting any senior
employee who was engaged by the Company in the six months immediately prior to
the Completion Date who responds on their own initiative to a bona fide recruitment
advertisement;
7.1.5 employ or conclude any contract for services with any director, manager, consultant
or senior employee who worked for the Company at any time during the 6 months
immediately prior to the Completion Date

[Amethyst]

What's clause 7.3?

So far if it's been over two years since the completion date you should be fine.

[MrAnon]

Thank you for coming back to me amethyst.

Other info is

Subject to clause 7.3, each Seller undertakes with the Buyer and
the Company that, except with the prior consent in writing of the Buyer he will not, either on
his own account or through or in conjunction, association or by arrangement with or on behalf
of any person or persons whether for his own benefit or that of others and whether directly or
indirectly use any trade or domain name or e-mail address used by the Company at any time
during the 2 years immediately preceding the date of this Agreement or any other name
intended or likely to be confused with any such trade or domain name or e-mail address.
7.3 None of the Sellers shall be in breach of clause 7.1 in respect of anything done by any of
them in connection with his duties or position as an employee of or consultant to any member
of the Buyer's Group.
7.4 Each of the covenants contained in clause 7.1 shall be deemed to be separate covenants and
independent of each other.
7.5 The Sellers acknowledge that damages in respect of breach of any of the provisions of clause
7.1 may not be an adequate remedy and that the Buyer shall be entitled to the remedies of
injunction and specific performance as well as any other equitable relief without the need for
proof of special damage for any threatened or actual breach of any of the Sellers' obligations
in clause 7.1.
7.6 Whilst the Sellers have taken independent legal advice on the covenants contained in clause
7.1 and the parties hereto consider that such covenants are reasonable as between themselves their respective interests and the public interests in all the circumstances in which
this Agreement will operate in order to protect the interests of the Buyer, it is agreed by and
between the parties that if any such restrictions shall be adjudged by a court of competent
jurisdiction to be void or unenforceable but would be valid and enforceable if deleted in part or
reduced in application, such restrictions shall apply with such deletion or modification as may
be necessary to make them valid and enforceable.

[Amethyst]

Okay, nothing weird in that bit. You are beyond 2 years from completion and therefore appear to be free to do what you like

[MrAnon]

Thank you. I did think that and remember my solicitor at the time pushing to keep it at two years whilst there's wanted 5 saying to me that I was still young and feelings about working might change given a bit of rest. He was spot on.

Thanks again this service is great

[Amethyst]

Your solicitor did right pushing it back to two years as it saves you having to argue the case - 5 years likely would have been arguable as unnecessarily restrictive and thus potentially unenforceable, but had it been in the agreement you'd likely not be looking at getting back into the industry at all until that period was over.