Court of Justice of SP recognizes validity of a non -competition clause in the assignment contract of quotas

On November 28, the 1st Reserved Chamber of Business Law of the TJSP recognized the validity of a non -competition clause, preventing the cedents from competing for 10 years.

This clause has been stipulated in a quota assignment contract in a technology sector society and prevents for a decade that cedents and consenting interveners compete in the safe rooms and safe rooms for certain segments. under penalty of a fine of $ 15 million.

The significates filed a nullity action and argued that such a clause should only have an effect if there was compliance with the ancillary obligations imposed on the assignee company, consistent in the commercial partnership and payment of royalties.

However, justice, based on the contract itself, had a different understanding, claiming that the writing of clauses has always provided the possibility of technology exploitation by the assignee (in a conditioned manner), which would be inserted in the scope of lawful risk allocation weighted by experienced parts acting in the area.

Therefore, the exploitation of technology provided by the appellants to the appellant was not an obligation contracted by the assignee (which would, in this case, support the application of the non -fulfilled contract exception theory), but of college reserved for this that, despite frustrating the expectations of the cedents, was foreseen legally and nullified by parts with expertise in its scope.

The decision was unanimous.

Source: TJ-SP