A recent High Court case, Spill Bidco Ltd v Wishart [2025] EWHC 2513 (Comm), has shown just how far a court will go in enforcing non-compete clauses against a business seller. The case involved the founder of a manufacturing group who thought he was simply helping out old friends after selling his company. The court saw things very differently.
The story behind the case
Bruce Wishart had built a successful group of companies, Empteezy, which made storage and environmental safety products – think containers for oil, chemicals, and lithium batteries. In December 2022, he sold the group to Spill Bidco, backed by private equity investors, for about £27 million.
As part of the deal, he signed a Share Purchase Agreement (SPA), an Investment Agreement, and an Appointment Letter as a non-executive director of the new holding company, Spill Topco. Like many sellers, he agreed to stay on in a light-touch role and to keep out of competition for a period afterwards.
The SPA included the usual restrictive covenant, in this wording:
“The Principal Seller covenants with the Company that he shall not without the prior written consent of the Board directly or indirectly at any time prior to the Covenant Expiry Date engage or be concerned or interested in any business within the Relevant Area which competes with the Business.”
He also agreed not to deal with customers or use confidential information. In short, he could not have anything to do with competing businesses for three years.
What went wrong
After completion, Mr Wishart kept in touch with former colleagues and friends who were involved in a Spanish subsidiary, Empteezy Spain. That company later went into insolvency. Two of its former managers set up a new business called Apex Safe Solutions, trading in similar products.
Mr Wishart, wanting to help, made several payments to them and to Apex – some as large as €50,000. Around the same time, a UK contact of his, Mr Bulman, launched another business called Loxxer, which made products for storing lithium batteries. Mr Wishart allowed Loxxer to store goods at his own premises and was seen with its team at a trade exhibition.
The buyer companies said this crossed the line. They argued that by funding and assisting those rival ventures, Mr Wishart was “concerned in” competing businesses and had breached his restrictive covenants.
The issue for the court
The key question for the judge, His Honour Judge Halliwell, was what it really means to “be concerned in” a competing business. Everyone accepts that running or owning a competitor would be a clear breach. But what about lending money, giving advice, or helping with introductions?
Mr Wishart argued that he was simply being generous to friends in difficulty and had no personal stake or interest in their companies. The claimants said that his actions went much further – he was supporting rival businesses that directly competed with the Empteezy group.
The court’s analysis
The court examined older cases going back over a century and concluded that providing financial or practical help can amount to being “concerned in” a business, even if the person has no formal shareholding. The judge said that a lender or helper could be “concerned” in a competing business when their conduct, viewed as a whole, shows involvement in or support for it.
He cited an older case, Batts Combe Quarry v Ford (1943), where a father who lent his son money to start a rival quarry was held to have been “concerned in” that business. The same principle applied here. As the judge put it, “I can see no more effective way of being concerned in a business than by providing the capital necessary to establish it.”
It was not decisive that Mr Wishart described his payments as “loans”. What mattered was their purpose and effect. By providing funds, advice, and facilities to those competitors, he had played a real part in their operations. That was enough to breach the clause.
Why it matters for business sellers
This case highlights the breadth of the words “be concerned or interested in”. Many share sale agreements use almost identical wording to Mr Wishart’s SPA. Sellers often think they only need to avoid running or joining a rival business. But the reality is wider.
Helping a friend, making an introduction, offering advice, or even providing a loan can all fall within the scope of a non-compete clause. The court will look at the overall substance of what you have done, not just whether you technically own shares in the business.
It also shows that courts will enforce these covenants robustly, particularly where the seller has received a high price and where the restrictions are time-limited and commercially sensible.
The lesson
If you sell your business, those non-compete and non-solicitation clauses don’t just prevent you from running a rival company. They can stop you from helping one. Even seemingly innocent gestures – funding, introductions, or shared premises – can later be painted as breaches.
Before you offer help to a former colleague or industry contact after a sale, it’s wise to check your sale agreement carefully and, if in doubt, take advice first.
The line between generosity and competition can be thinner than you think.
