Goldsoll v Goldman
| Jurisdiction | England & Wales |
| Court | Court of Appeal |
| Date | 1915 |
Restraint of Trade - Covenant - Reasonable Protection of Covenantee - Severability of Covenant.
The plaintiff and the defendant each carried on a similar business as a dealer in imitation jewellery, one in Old Bond Street, and the other in New Bond Street, London. The business consisted of the sale of imitation pearls or other jewels which were mounted in gold or platinum and sometimes set in small real diamonds. In order to avoid competition the defendant sold his business to the plaintiff and covenanted that he would not for the period of two years “either solely or jointly with or as agent or employee for any other person or persons or company directly or indirectly carry on or be engaged concerned or interested in or render services (gratuitously or otherwise) to the business of a vendor of or dealer in real or imitation jewellery in the county of London or any part of the United Kingdom of Great Britain and Ireland and the Isle of Man or in France, the United States, Russia, or Spain, or within twenty-five miles of Potsdamerstrasse, Berlin, or St. Stefans Kirche, Vienna.”
The defendant having committed breaches of the covenant, in an action for an injunction:—
Held by the Court of Appeal, (1.), affirming the decision of Neville J. [
APPEAL from a decision of Neville J.F1
In June, 1912, the plaintiff Goldsoll was carrying on the business of a dealer in imitation pearls known as Tecla pearls, and other real and imitation jewellery, at 7, Old Bond Street, London, under the style of Tecla, and a company called Terisa, Limited, was carrying on the business of dealers in imitation pearls known as Terisa pearls, and other real and imitation jewellery, at 8, New Bond Street. The defendant Goldman held substantially all the shares in and the whole of the debentures issued by Terisa, Limited. This company was in liquidation, and a receiver of its undertaking had been appointed on behalf of the defendant Goldman in his capacity of debenture-holder. By an agreement under seal dated June 25, 1912, and made between the plaintiff Goldsoll and the defendant Goldman, after reciting that the agreement was entered into with a view to merging the interests of the plaintiff Goldsoll and the defendant Goldman, and avoiding mutual competition in the sale of real and imitation jewellery in the United Kingdom and elsewhere, it was agreed that Goldsoll should form a company to which he would transfer his business carried on at 7, Old Bond Street under the name of Tecla, in which the defendant Goldman should take an interest, and the defendant Goldman for that and other valuable considerations entered into the agreement following:— Clause 3. “The said Joseph Goldman hereby covenants and agrees with the said Frank Joseph Goldsoll and shall also forthwith upon formation separately covenant and agree with Tecla, Limited, and any other company formed in accordance with the provisions of these presents, that he will not prior to the 31st day of October, 1912, (save so far as it may be necessary for him so to do to realise his interest in Terisa, Limited) and for a period of ten years from the 31st day of October, 1912, (save so far as the said Joseph Goldman may in accordance with the provisions hereof be interested in the London Tecla business) either solely or jointly with or as agent or employee for any person or persons or company directly or indirectly carry on or be engaged or concerned or interested in or render services (gratuitously or otherwise) to the business of a vendor of or dealer in real or imitation jewellery in the county of London, England, Scotland, Ireland, Wales, or any part of the United Kingdom of Great Britain and Ireland and the Isle of Man or in France, the United States of America, Russia, or Spain, or within twenty-five miles of Potsdamerstrasse, Berlin, or St. Stefans Kirche, Vienna.”
The defendant Goldman also agreed that he would make himself absolute owner of the Terisa business and cause the assets thereof to be realized in the usual course of business without advertising or holding any sale at reduced prices, and cause the business to be discontinued, and prevent the trade mark or name Terisa being used in connection with the sale of or dealing in real or imitation jewellery. The agreement also contained clauses fixing money penalties for breaches of each clause.
By a further agreement dated November 2, 1912, and made between the same parties, it was provided that the restrictions contained in clause 3 of the first agreement should cease at the expiration of two...
To continue reading
Request your trial
-
Tillman v Egon Zehnder Ltd
...with a bad part …” 60 Several months later, however, Lord Moulton's observations attracted outspoken support from Neville J in Goldsoll v Goldman [1914] 2 Ch 608. In the event the judge applied the principle of severance to a non-competition agreement made between two jewellers in Bond Stre......
-
Lobb (Alec) (Garages) Ltd v Total Oil (Great Britain) Ltd
...of an objectionable covenant, as in such cases as Mason v. Provident Clothing & Supply Co. Ltd. (1913) A.C 724; Goldsoll v. Goldman (1915)Ch. 292; or Attwood v. Lamont (1920) 3 K.B. 571. We are concerned here with the question whether the objectionable covenants can be cut out altogether f......
-
Re Leek, deceased ; Darwen (Baron) v Leek
...the blue pencil can after careful scrutiny ( Attwood v. Lamont 1920 3 K. B. 396) be used to strike out words (of. Goldsoll v. Goldman 1915 1 Ch, 292), or clauses operating in invalid restraint of trade, and similar steps have been taken in other categories of contract. Similarly there are p......
-
Alan James Boydell v NZP Ltd
...[2015] AC 1619. Severance 27 In Egon Zehnder v Tillman the Supreme Court resolved the conflict between the decisions of this court in Goldsoll v Goldman [1915] 1 Ch 292 and Atwood v Lamont [1920] 3 KB 571, which had caused a measure of uncertainty in the law for almost exactly a century. ......