Saltar al contenido

Non-Solicitation Agreement Italiano

11 abril, 2021

Below is the link to the bailii website, where you will find the text of Talal El Makdessi v. Cavendish Square Holdings BV, which includes an analysis of the most important cases relating to damages in court (including the judgment of the House of Lords of Dun Pneumatic Tyre Company Limited against New Garage and Motor Company Limited [1915] AC 79., which is most often cited in this regard). «As a general rule, a contractual provision requiring one party to pay or exhale a sum of money to the other party in the event of a breach of contract is unlawful as a penalty, unless ……. »… (c) Cavendish`s right to exercise an appeal option for the acquisition of the remaining shares that Makdessi holds at its net inventory value (i.e. capital) and therefore at a price well below that of the option of sale mentioned in point b). I have already made a contribution to the difference between the liquidated damages of common law systems and the penalty clauses (see CLAUSE OF THE CLAUSE of «Liquidd Damages» (i), which, as we know them in Italy, in Anglo-Saxon systems are null and void and «unenforceable». In summary, in English law and, more generally, in common law systems, so-called «criminals in terror» is null and void, i.e. to use a less archaic term, all clauses intended to «deter» that, i.e. to deter, from any failure of the contractor, the obligation to prevent liquidation clauses without the function incriminating/compulsory which is appropriate to the penalties of Italian law where the amount of the liquidated damage is merely an estimate of the damage that the party would bear to Bonis if the other party were to breach a well-identified contractual obligation: Makdessi had at that time commenced an action based essentially on the fact that the above contractual clauses were to be considered «penalties». In the first court, the High Court of Justice (Queen`s Bench Division – Commercial Court) had wronged him because he felt that the combined clauses were not sanctions and were commercially justified, the ultimate objective being to adapt the share price to the consequences of the seller`s duty of non-competition.