Which of the following is not an agreement in restraint of trade? I. A sells the goodwill of his…
Under Exception 1 to Section 27 of the Indian Contract Act, 1872, one who sells the goodwill of a business may validly agree with the buyer to refrain from carrying on a…
Choose your answer
Which of the following is not an agreement in restraint of trade?
I. A sells the goodwill of his business with an agreement not to carry on a similar business within specified local limits, so long as the buyer carries on a similar business.
II. A sells the goodwill of his business with an agreement not to carry on a similar business within India, so long as the buyer carries on a similar business.
III. A sells the goodwill of his business with an agreement not to practice the same trade for 25 years.
IV. A sells the goodwill of his business with an agreement not to engage in any business competing or liable to compete in any way with the business for the time being carried on by the buyer.
Answer and explanation
Correct answer D
Under Exception 1 to Section 27 of the Indian Contract Act, 1872, one who sells the goodwill of a business may validly agree with the buyer to refrain from carrying on a similar business within specified local limits so long as the buyer carries on a like business therein, provided such limits appear reasonable to the court (Statement I). Similarly, in the leading case of Nordenfelt v. Maxim Nordenfelt Guns and Ammunition Co., [1894] AC 535, a covenant by the seller of the goodwill of a business not to practise the same trade for 25 years (Statement III) was upheld as valid and reasonable to protect the goodwill sold, whereas a sweeping covenant not to engage in any business competing or liable to compete in any way with any business for the time being carried on by the buyer (Statement IV), or an unreasonable countrywide restraint on a local business (Statement II), is void as an unlawful restraint of trade.
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