very good after a good all of you and then uh happy month of august to all of you so uh those of you who were with us the last uh meeting we commenced the sky illegality and public policy and we that despite the fact that uh all the elements of contract uh might be present and more so uh the any appreciating factor as such such as mistake misrepresentation duress undue influence nevertheless the contract which has been made by the parties they be unenforceable for the simple reason that it is illegal or contrary to public policy and this illegality of being controlled publicly might have been at the very inception of the contract when the contract was being made or at the performance stage of the contracts and we look at examples of contracts which are considered as being public policy and illegal and with that matter on enforcement uh contract to uh house the resistance of the court contract consideration to the interest of the states a contract which uh promotes immigration you know that our contracts to [Music] interfere with administration of justice or contract which seeks to promote corruption use in public life all those things we saw are contracts which are illegal and so on then we also came to look at the consequences of illegality or or we say that the contract is controlled public policy what happens we noted that uh if money have been paid or property has been transferred under such a coin its recoverability will depend very much upon a number of actors uh for example we noted that where uh there have been a change of mind a change of heart what we call the locus potentia before the implementation of the illegal contract or the contract control of the public policy then where there has not been uh performance substantial performance of the obligation they know that the fact that there has been locus potential there has been that change of mind in heart would be a very uh mitigating factor which will let the course say that the other party who had changed his mind before the the address implemented the control or contract contract policy will be allowed to recover monies that he or she might have hearted under it so we saw that and then again we also saw uh how uh the parties who said not to be uh equally guilty where they are not in parity little that is you see the person seeking the assistance of the court to recover the monies under the illegal contracts uh be demonstrated to be somewhat loosened compared to the other party so we say that he in parry the little then on basis of that uh the court could allow him to recover whatever money that he might have tried and it was within that contest that we met with you the evolving uh development in the law following recommendation of the uk law reform commission on how to treat illegality and contract a control of the public policy and especially so how justice dr dattebber in the supreme court decision of the city and country was limited against a metropolitan assembly uh so to intrude like a structured approach uh uh towards the resolution of the consequences of our illegality or how to recover money under contract which is controlled to public policy and where we don't have to use just the common law roots that assume that if you cannot the party are not in paris electorate know that there's like automatically cannot recover but he was talking about the structure approach meaning that you need to have regard to the circumstances of the very particular case before you before you make a clear determination as to whether the party is seeking to recover the money that the illegal contract assisted or not as you remember another sitting was limited against ema we noticed how the we noticed how the company was actually uh i mean innocent in the sense that it is not part of the a.m and not being part of the emb it does not know the antenna arrangement for making contract later on when you do company there's something called the rule in the checkmark case another so uh there's a room quote of course they've done the work if you don't get a payment there's going to be some kind of unjust arrangement to know that that says that the power point apart from that approach who don't rely on the residential rim to justify the allowing the city and country was limited for the work that is known for a crime assembly we also move on to discuss our starter discussion of a contract in the strength of trade and we said that contract and restraint of trade may lead to a situation where in the employment yeah so we're in a employment contract there may be a clause saying that should the employee stop working for the employer is not going to work with the the rivals in a certain uh duration they know that that we also saw the same thing applies to sale of goose i'm not sorry sale of a business where you sell your business you want the seller to make some undertaking and restraint saying that he or she will not set up like a similar business within the setting uh geographical radius and within the setting you know that and we also saw that there could also be contractual arrangement in which one supplier may is that a particular uh business entity should take all his or her or all her supplies from that particular how do you call it the solus or the dealership agreement where and we noted at the outset that all these uh types of arrangements in which there is the incorporation of one restrained clause or another are fundamentally detrimental uh you know very good uh public uh policy immigration the the right of every uh person to end a living by engaging in a legitimate business and the public policy would like everybody not to impede his ability to uh use his labor or his uh is like is uh intellectual resource or whatever be able to end a living so where you enter into some of these series actually undermining that and for that reason we noted that the law takes a very high bar which must be met before every stream clause will be considered so we we're looking at a lot of examples of that so we look at example [Music] restrained cross in relation to contract of government and we stated the test like in other words the the criteria which must be satisfied before uh the court could say that a contract a restraint in the contract of employment is a legitimate one and it's enforceable and that tests the twofold test is first of all that the restraint cross must to protect some uh legitimate interests of the employer such as the uh such as the clientele uh information uh trade secrets or trade connection if that is what is seeking to protect then the law says that that is legitimate because without those things the business of the employer will definitely collapse so it is legitimate for the employer to extract an undertaking from an employee that he signed that should he stop working with him he is not going to undermine these matters to steal the three secrets or expose it or the database on customers or clientele and all that that is fine then the second test is that extreme clause might be reasonable in the circumstances and the reasonableness of it will depend upon like the the scope in terms of the the duration in terms maybe even like something like they do the geography like the location in which you are trying to prohibit the person from working or so on and so forth so we noted all these are some of the things that we take into account and then we discussed the case of science again the subject and about looking at the case of a little organization against harris and in little's organization limited against paris uh we noted that the defendant paul harris was employed as a director by the plaintiff letters which are computer with great investor source limited for the measure of the main other business in the uk so plus in the defendant's contract of employment provided that should there be termination of our conservative employment now the employee was not at any time within 12 months i mean following the termination of the contract enter into contract of employment with the great investor source limited or any office of zero companies or be involved in the trading or business of uh great investor source limited or a subsidies so the employee that is a defendant uh in this case eventually resigned from his job with little rules those who have been to the uk knew that the little uses like this over there uh informing them that he had accepted an offer of employment from goose limited that is a great investor source limited now literally certainly became a way that the former he is doing the very thing that he had contracted not to do not to work with this a direct driver of letter was so accordingly little wood brought an application for an injunction to restrain uh the employee uh from uh breaching his contractual obligation and when the matter eventually traveled to the the court damage called for uh it held that that that is a little entitled to protection of a reasonable covenant restraining harris that is a defendant from wind rival company in the mail order business within a limited period of leaving their uh now our good friend uh lordanin uh made an interesting uh victim which we could it seems to me that this really was a case where littles had a great deal of confidential information which paul harris had acquired his service with them and which they were entitled to protect by a renewable covenant against his going away in taking it to the arrivals intrigue so you notice that when we are talking about the tests which the law sets in the necessary tests to to pass before a restraint uh clause in the conduct of employment will be considered valid and for that matter enforceable was that it must protect the uh proprietary interests of the employer which is considered legitimate an example of that is a protection of what you call like the uh trade secrets uh what do you call the confidential information and here uh learning also the view that having regard to circumstances of uh the employee he had a certain setting uh confidential information which he didn't have to use to the detriment of his former uh employee so let's keep that in mind can you switch on a condition but we need to draw a very important discussion between protecting secrets or confidence information which is protectable interests preventing an employee from making use knowledge and skills which he has acquired in the course of this employment which is unprotectable so there are two things the knowledge an employee has acquired in the course of his employment is not predictable because he's part of the development of the person of the employee every rational employee you go and do in work if and only if you are serious you will definitely uh leave that with having acquired certain knowledge competencies which you did not have before going to do that uh employment now that type of knowledge or those type of skills are not protectable and you cannot make a valid contract in restraint trade concerning that but where you come across three secrets or confidential information which are protected in that particular uh business or that particular employees and it's not something that you giving access to but for the fact that employer trust that you are a lawyer and all that and then you that is what you are giving now that type of information is protectable and it can be that matter of a valid restraint in the contract of employment on that it is quite instructive for us to look at the case of herbert morris limited against sazabel where there was a seven-year refresh on the employee and the house of laws held it to be void has been simply an attempt to prevent the employee making use of the technical skills and knowledge which he hired with his employer if he took up employment to the rival company and the acquire skills were not owned by the employer so let's get the difference so it protects as i said confidential information secrets but not acquired uh technical skill and knowledge because those things are not owned by the employer employer does not have what they call any proprietary interest in that those of you who do intellectual property law uh later on uh you will come across some of these discussions again so if you look at the the the habit morris again the south sibel the plaintiff employ the defendant as pay attention to the facts so that you appreciate uh why the course said that the particular restraint would not be considered as the the the the typical or the valid restraint in the contract of employment because of what is thought to protest so let's look at the first so uh the plaintiff company employed the defendant as a draft man and then as an engineer a two-year contract the 10th of this contract contained a covenant by the defendant he will not drain a period of civilians from ceasing to be employed by the company either in the united kingdom or ireland carry on either as principal agent servant or otherwise alone or jointly or in connection with any other person firm or company or be concerned or assess directly or indirectly whether for reward or otherwise in the sale or manufacture of bullet blocks hand overhead runways electric overhead runways or traveling cranes now besides the uh protection of the trade secrets or confidential uh information the employer is also considered entitled to protect his customers connection by printing employees from soliciting or enticing his customers away from him just imagine your employees left you awake he or she has a database of your clients or your customers the next day uh he starts calling them and directing him to a new place where he's working and you will be sitting in your office or in your company and none of your old customers or client is coming and you later get to know that is your employee u.s employee who has diverted all of them to the new place where he or she is working and uh that is why uh this protection uh is important but the law is that a restraint of this can only be valid of the nature of them and upon the nature of the of the employment and and for that matter where the employee by the nature of his has personal contact with the customers influence over them then it will be legitimate to have such a restraint clause in that employment contract but if the employee concern is such that it doesn't have direct uh uh contacts or even if it did it is not such that ask any uh influence over them that is another thing of course if you go to let's say the banks right you go to the what's you call the relationship offices officers relationship managers and then they for example direct personal contact with their customers and they have influence over them so if the relations manager for example leaves one bank he or she can divert the interest and attention of certain high value their customers to move money from there to wherever he is going now in the case of fletch against the west a lifelong restraints on solicitors managing clerk was held by the house of laws to be valid and enforceable because i don't forget we are talking about where a particular person had uh contact with the influence over them just like like you are clerk you're working with in chambers he has access to all your clients their contacts and all that so if he decides to for example stop working with your fm you could effectively divert all or most of the clients away except where you get the clients who will be able to defy such a impact so that was a similar situation which we encountered in the case of the fletch against the west and the managing clerk in that case while working in the time of as a managing clerk agreed with this employer that he will not practice within seven months of time of town hall after leaving his employment and the courts uh did not hesitate to [Music] enforce such despite the fact that there was no restoration on the duration because we noted in the beginning that as whether a restrained clause would be valid or not depend upon the reasonableness of it and the reasonableness of it also depend upon the duration of it now in this particular case there was no duration uh uh so to speak but the courts said that having regards to the circumstances it was reasonable for the manager to be so uh restrained as it were as i said that uh having regard to the position that the manager uh he would definitely have had a uh significant influence over there and for that matter uh though no points in placing a time uh stressing on on that there are so many uh examples that we can decide to illustrate that in the cases and then you move on uh so for example look at the case of a lucasia and company against michelle thereto we had a salesman the defendant darwin contracted he should not for one year after the examination of his employment solicit orders within his trading area from present customers and those whom his employers applied during the previous 12 months and to deal in the same or similar goods use that he stood later when an action was brought against him for breach of contract for uh doing the things that he has agreed not to do the court held uh that the first clause not to solicit orders uh you know was a valid and enforceable but the second clause uh if you look at the second clause uh of of dealing was unreasonable having regard to uh the nature of it so that is how these matters uh work out but you may want to again contrast that to the case of ezra bruce against man there an agreement by a manager of a book makers not to agree in a similar business with his employer within a 12 mile radius on the technique of his employment was held to be invalid as a manager had little or no influence we were the firm's clientele and in fact communicated with them mainly by telephone so here just reinforcing the point that if the employee does not have significant influence over the clientele then there's no point in restraining him in that respect so that is the point we should know and that was why the court took the view that the employer had no valid interest protects the primary aim of the cross was simply to prevent competition declared void we know their law on fair competition contract and restraint of trade and employment and all that in one way or the other seeks to undermine uh competition and if you are just trying to emasculate yourself from competing and acquire some kind of monopoly right get some kind of a uh no monopoly then that one uh the law will not protect you that is not so that is not the point so let's keep that uh in mind yeah so we've uh talked extensively about this second in determining validity of the restraining cross which is it must be reasonable in the circumstances of the whole contract lucas and for that uh matter the position of the law is that an employer is not generally entitled to restrain an employee from carrying on a business which is different from that in which he was employed yeah so if for example uh someone had been employed he's working for you uh doing particular type and you make him or her to make an undertaking should he stop working with you he's not supposed to do a certain type of job if that job you are cleaning him or her from doing is not related meaningfully to the particular job that he was doing employment then uh you have not satisfied the test of reasonableness so that is the point you are making so you cannot restrain an employee from kind of a business which is different from that in which was employed so let's suppose that uh someone uh is working for you in the lyrica department and you say that should you stop working with me you are not going to work with any rival company in the area of his engineering reasonable because what this employee was doing for you not anything related to engineering so if you want to bring him you have to restrain him in respect of the very thing that he was doing in your establishment so and related to that is also the scope of the restraints the restraint must not be too excess or wide in area of coverage than is necessary to protect the employer's interest so the coverage the scope in terms of uh geography in terms of the investment and all that should not be wider than really necessary to give protection to the employees so that is and that was why uh missing against uh providence clothing and supply company limited uh provident uh claudine lloyd mason has a loca in its iallenton a branch in london so his job and was a like the conversation you know his job was to obtain members and collect their installments he had no duties outside his assigned districts now are covenanted not to assign it conveniently not to enter into similar employment within uh five miles of london for a period of uh three years now before i move on some of you will be wondering so wasn't it the employee who actually signed a sign on a restraint so why shouldn't he be held to it you see when it comes to employer employee release you notice that the employer definitely has a stronger muscle and every employee you are hungry you need work to do and when you are being recruited you don't have the luxury of time the luxury of opportunity to actually bring unnecessary questions we'll be challenging things we just want to be giving the job so all these things are talking about they will not actually dawn on you until in future you stop paying for that particular employer and then you want to move on and then your your former employer decides to hold you to the the contract that you sign and that is why uh we have uh this who is is quite normal so uh in the medicine's case as we uh noted uh mason covenanted not to enter into similar employment within five months of london for a period of three years now the house of lords held that the claws covered an area which was much greater wider than reasonably required for the protection of his former employers and as such it was void and non-enforceable providence claude claudine were entitled to protect himself against the danger of a former employee conversing or collecting for a rival fame in the district who would not be employed but the restraint which the community was trying to enforce was too wide we were just in there look at the those who know the geography of london there's the icelantine area so if you are just in the icelantean area why would you like to get the protection for the entire london both uh greater landing and all that i mean that is a way to assess that was why the court considered it unreasonable in the circumstances and for that matter uh void yeah so similar point uh was noted in commercial classes limited against the vincent there the plaintiff are commercial pluses manufacturers of 10 pvc a plastic shooting a rapidly opening session of the plastic sheeting we had five principal uk competitors with whom they shared most of the markets but plenty's preeminence was in the field of manufacturing manufacturing 10 people and the plaintiff company employed the defendant vincent a plastic technologist coordinates research and development in the production of uh vc it was a condition of the defendant's employment that would not seek employment with any of the cp's arrival in the in the indus one year after leaving the ladies employment so the defendant was sued and then the plaintiffs sought an injunction but the action field uh because uh the clause was held to be too wide than necessary class was wide worldwide like the whole world but the plaintiff uh did not require uh protection outside the uk so where discussion within uk would just have been knife enough why would you like to get the protection which is sent to the whole world and that is quite uh unreasonable yeah the other point to uh note is that the reasonableness of the restraints also uh can be looked at in terms of uh time would the restraint massage will be reasonable in terms of time not just replica uh scope so that where the restraint is excessive as regards the time of operation it will be unenforceable if you prescribe excessive time than really necessary to protect that will be considered unreasonable and for that matter uh it would be unenforceable that was why in the case of fellows and sons against fisher a conveyancing clerk employed by a law firm what hamsu agreed that for five years after determination of employment you would not be employed or concerned in the legal profession anywhere within the poster district of waters and things or solicit any person who had been a client of the film when he had worked there eventually when the there was an issue in the matter but the court was the view that the five year restraint was too long and as such was void and non-enforceable so the take away is that the duration of the restraint for it to be reasonable should not be excessive and of course if you contrast your fellows and sons against fisher with the case of a fish and the west which we have already seen uh you notice that in faith and the worst the restraint was a lifetime and it was a lifetime uh restraint and he was not supposed to work for another solicitor within a radius of what several months of a time off time but same was considered valid by the court why because in that case he had directs with all the the the clients and he had great influence over them so the call told that if he was not restrained in that regard he could just divert all the clients to another place and collapse business okay so that is enough contract uh i mean of restraint in relation to employment you want to now talk about restraint of a business uh contract in restraint respect to sale of business that is where you have a business and you sell it to another person the person buying me one setting assurances that you're not going to make a fool of him or her so let's suppose that uh you let's say let's take okay because we are let's say something that we can relate to what is the some of the the famous business you last supposed that uh you bought let's say uh uh poco trading right poco tradina of course now with the emergence of this modern uh uh supermarkets and then the mini uh supermarkets uh it's somewhat uh but uh for quite some time it has significant goodwill in terms of customers and all that so let's suppose that you were buying that you want to get assurance from the owner of that business that he will not make nonsense of the patches that you are doing by uh just acquiring a site uh one meter or ten meters or 20 meters away from you and build another shop even if you're going to use the name poke trading and then just between like the same thing that you are doing and all that and by the time uh this new buyer is away all the people who used to go to the old poke trading to buy things would be there because they will know that you are that new place so that is the kind of thing we are talking about but uh and for that matter where we have the contract for sale of business uh as i have indicated it is quite normal it will have a clause by which the seller of the business uh agrees undertakes not to set up a competing or similar business the courts have no difficulty in upholding this type of rules on the basis that protects the ultimate interest of the buyer of the business and here unlike the employer employee relationship as i told the employee employee relationship the employer is a has a higher bargaining capacity or strength than the employee but when it comes to the sale and purchase of business the two uh entities are dealing at arm's length they are negotiating on equal footing if you have a business and if i have the money to come and buy it it means that i am not somebody that you can just walk over i want to have a similar community strength as you there the vendor and for that matter when we are negotiating and know that nobody is going to believe the other and that is why the courts are more happy to uphold validity the sprint on the sale of a business uh nevertheless it is pertinent that uh for a restraint uh in respect of the sale of business to be held valid two requirements must be satisfied two recommends satisfied so we would like to uh look at these requirements so first and foremost there must be a genuine sale of the goodwill of the business there must be a genuine so the goodwill of the business uh and and a very good case with las vegas the vancouver malt and sick brewing limited against vancouver brewers company limited in that case a company that was a nonsense to brew beer but which did not in fact brew any did not build any beer agreed to sell a business and refrain from manufacturing beer for 15 years and since the company was not actually beer the purchaser could only have paid for the tangible assets that is goodwill too and the purchaser had not therefore bought the promise not to brew beer and so they could not enforce it and that is why uh the point is that there must be genuine sale of the good rule of the business so in this particular uh uh case yes you are totally set up to brew beer but you have not been brewing the uh the beer and for uh that uh matter in terms of maybe customers knowing that or bi is brilliant know that that will be unsustainable you are not doing the brain in fact and that is why the court said that since there was no actual brewing the purchaser could only have paid for the tangible assets now the second requirement for the validity of the restrained business is that the restraint must not be worried in this scope that's like what we discussed in the case of restraint in employment contract and for that matter the restraint will not be valid if a proposed to give rotation on the purchaser that goes beyond the actual business so to the buyer to the seller yeah so you have to let it be that's enough it shouldn't be too wide if it's too wide it will not be treated valid that matter if we look at british reinforced conquest in general combat limited again the shuffle the company manufactured and sold a brc road enforcement i mean just the adaption of their own names british reinforced concrete uh brc road enforcement throughout the united kingdom the defendant had a smaller more local business selling route enforcement but he was not involved in manufacturing these products the plaintiff company bought the defender business in a defendant covenanted that you will not enter into competition with them either in business or in the employment of a rival in a manufacturer or sale of road enforcement now later the defender employed by a road enforcement company and subsequently are sued by the plaintiff company for breach of his agreement with them and came before the court the court came to conclusion that had the clause be confined to sales it would have been valid but to include the manufacture of reinforcement made the restraint wider than was necessary and therefore void because in the course view the plaintiffs were entitled to the protection of their proprietary interests in the defendant business which they had but they were not entitled to protection in respect of their wider business interests the defendant business was concerned with the not the manufacture of a particular type road enforcement so it was not reasonable to restrict the defendant's future activity in such an extensive way so therefore where you are are selling the business and the buyer would like to [Music] get certain uh protection it will relate to what the business which he is buying was doing if there's a particular uh newton which is yet to be done and it's not the case that it has already been done then you cannot let the vendor of the business make any undertaking in that respect and were you to do that the restraint will be considered and for that matter are reasonable okay let's say a few ways about the uh solus agreement uh before we go just a second um sorry yes uh yes yeah my screen is frozen just a second okay so we we're just about starting the the last aspect of the discussion of contract and restraint of trade uh that is uh agreement the solus agreement and solus agreement is a name given to a contract by which a trader restricts his orders to one supplier so usually what will happen is that the supplier will actually extract undertaking from the particular trader or business entity that all his or her niece will be ordered from that and only that particular supply and that's why i call it the loose agreement and certainly you notice that such an agreement undermines competition and for that reason it needs to also pass the reasonableness uh test before it will be upheld as valid by the cuts and the reasonableness of their solace agreement is determined in terms of uh creation of the restraints and if the restraint is no control to public policy uh a very uh good case as a eso petroleum against a harper's carriage the parties entered into agreements relating supply of eso petrol to two garages belonging to hapa by these agreements harper agreed to purchase petrol only from esso and in return they obtained a small discount on the price for the first garage the tie was to last for four years and five months but for the second garage a loan of seven thousand pounds was made and the time was to last for 21 years while the moderate repayments were made on this loan now later on an injunction was sought to prevent harper from buying petrol from a supplier and the cuts held that the exclusive dealing agreements as a solos agreement that's another way of saying solos agreement exclusive dealing agreements where within the restraint of trade doctrine because harper had given up a right to sell other products though the restraint which operated for four and a half years were not longer than was necessary to afford adequate protection to eso's legitimate interest in maintaining a good system of distribution the other type that is a tie of 21 years was uh held to have gone uh beyond a reasonable period and for that matter that particular restraint agreement was void uh a similar point was made in the case of uh petrofina limited against martin the defendant broke the agreement by selling other mix of petrol and the plaintiff sought to enforce it by being an injunction preventing the defense doing so and the court held that uh the restraint uh involved was not valid because eight years of uh uh uh no 12 years is a duration of 12 years was unreasonable having regard to the protesting that he wanted now all that these cases tell us is that the law is going to uh negotiate right a very fine balance between uh people's uh freedom to enter into all manner of trading arrangements and all that which is fine and at the same time to guard against uh competition because where you don't uh you know guard against people's attempt to undermine fair competition uh you end up encouraging uh monopoly and that is an america to [Music] good of the economy and society we can contract two cases that uh we have seen so petroleum on one hand and then the atrophina limited on the other hand with the case of the well-known cases of the uh alec lop garages against total oil limited where the court of appeal are upheld at one year restrained time i at 21 instrumentals say tied to a known agreement as reasonable in the circumstances because the moon was part of a rescue package which greatly benefited the garage and for that matter uh the court was of the view that there were opportunities for the garage to break the arraignment after seven you know fourteen years everyday mata it was generally fair having regard to the circumstances then we also have the price fixing agreements agreement to limit supply or output but all these things are actually against uh free uh competition asset way and for that matter uh the law uh fronts uh upon it but the other point to note is that it is also possible to have restraints protecting other interests protecting other interests within any of the categories that we'll be discussing that is we've so far discussed that three type categories uh restraint in employment contract restrained business and then the restraint in the exclusive dealing agreement or solution agreement but quite apart from that there could be some other restraint and especially if you go into the realm of intellectual property learn more about this so in case you just you were interested in knowing more we could look at the case of a scroll down music publishing comment limited against the macro uh tong macaulay was a young and unknown songwriter he entered into an agreement with the defendant busy publishing company whereby the defendants give his exclusive services under this agreement mark only gave the company the copyright of all his composition for the next five years with a further five-year option return also receive reality payment the company could end the contract by giving markley one-month written notice but there was no corresponding provision to allow malcolm to do the same if you remember when we're learning uh at in the topic capacity to contract we came across a similar uh the case of a difference is called embankment i don't know if anybody remembers that uh differences in bannon [Music] so the company was not even at any obligation to publish any alcoholisms though this agreement was not a conduct of employment as such macaulay sought a declaration that it was controlled policy has being a reasonable restraint of trade and void and the company argued the doctrine of restraint of trade was inappropria to its standard form contract eventually the matter got to the house of loss and the house of lords held that the expressions in the agreement between macquarie and scrotum music published our company limit were not fair and reasonable in that they combine a lack of obligation on the company's parts with the total commitment on the part of malcolm so if the company for instance chose not to publish he would be unable to end as a songwriter therefore the contract was a reasonable restraint of trade and makgeolli was entitled to a declaration and then what i am interested in at this stage is to just take any questions you have and then you move on to start discussing the discharge of contracts yeah so if there is a any question look at it and then let me [Music] so that we started another