Non-Compete Clause in Share Purchase Agreement Upheld Against Employment Law Challenge

The case concerned an appeal against the granting of preliminary injunctive relief to enforce a non-compete clause stipulated in a share purchase agreement, rather than in a subsequent employment contract. The court reasoned that since the non-compete covenant arose from the sale of the company shares (Article 20 of the share purchase agreement), it was governed by sales law provisions (Articles 19 and 20 OR, and Articles 27/28 ZGB), not employment law provisions, rendering the appellant's arguments regarding the invalidity based on employment law inapplicable. Furthermore, the court found that the five-year, nationwide restriction did not constitute an excessive limitation of the appellant's economic freedom under Article 27 ZGB, especially considering the substantial proceeds from the sale and the pre-existing, long-term employment contract mitigating potential economic harm, thereby justifying the interim measures to prevent immediate harm to the acquired business.