A restraint of trade clause in a partnership agreement that, on its proper grammatical construction, contains a primary restraint preventing a retiring partner from acting for former clients of the firm is valid and enforceable, even if the clause also contains wider provisions that would be invalid. An appellate court is not bound by the construction of a contract adopted by both parties at trial. A clause permitting continuing partners to reduce a retiring partner's entitlements upon breach of a restraint, where the clause contemplates bona fide action and reasonable estimation of loss, is not a penalty.
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