Thread by @KurtVermeulen

@JHannisdahl Google CT of Judgment 22-160589TVI-TRAB/TSAV of 17 Nov 2022, Cleaves Securities S v EJL Hannisdahl. Some highlights below (long thread):

@JHannisdahl Cleaves sought court unjunction interdicting JH working for competing business until 31 Dec 2022. 2018 employment agrmnt had 3mths notice w Cleaves Securities. 2021 agrmnt saw JH resign, w ‘employment TO BE moved to Cleaves Fund Management w same terms & conditions.'

@JHannisdahl CFM owned 50/50 CS and JH-owned Gersemi Holding pending CS getting #EI fund management licence, requiring mangement (‘substance’) from Ireland, by CS. JH managed fund through CS via 2 other vehicles.

@JHannisdahl Soon AFTER commencement management Irish fund, JH claimed control (50%+ ownership) fund management company, CS claimed 50/50. JH had submitted his own AM licence application in EI. JH stepped back on 30 Sep from all his positions.

@JHannisdahl CS claimed 3mths notice, JH 1 month statutory. CS immediately resorted to court injunction. Discussion arose over files t/fers in Oct 2022 (after stepping back) from CS servers to a JH-controlled MS Office365 account. CS terminated JH ‘employment’ 14 Oct.

@JHannisdahl Press speculation ensued. JH emailed investors 1 Nov to say he was setting up his own fund. CS sought to enforce 3mths notice by way of non-compete and alleged misuse of confidential information.

@JHannisdahl Court granted injunction (and costs) to CS in first instance on 4 Nov. On appeal, JH obtained reversal of injunction and was awarded costs on 11 Nov.

@JHannisdahl 2021 termination at behest CS was not followed by t/f of employment, leaving JH subject to 2018 employment terms. CS alleged JH refused to hand back CS docs and misuse CS customer information JH pleaded he gave access to CS over the server he controlled.

@JHannisdahl Court decided CS didn't prove 2018 employment agreement still applied. Allowing JH to work – w/o contract – for Irish FM means JH was ‘competing’ whilst still being paid by CS – JH was THE substance for CS in complying w EI licence for which recharged Irish FM (transfer pricing)

@JHannisdahl Basically, 2021 agrmnt had no factual basis and CS failed to clarify situation in timely fashion with JH. Equally, JH failed to clarify his position. Court observes ‘NEITHER party was sufficiently concerned’ w legal propriety (statutory provision of written employment agreement).

@JHannisdahl JH claimed approx NOK745k which was deemed disproportionate by the court, and reduced the award to NOK332k. Parties can appeal to the Court of Appeal. [END OF MY SUMMARY OF MT-TRANSLATED COPY JUDGMENT IN NO LANGUAGE]

@JHannisdahl Some issues for Cleaves:
+ compliance w EI licence
+ t/fer confidential materials and customer info to unaffiliated 3rd party (regulatory compliance)
+ CS de facto recognises JH is critical to shipping AM in EI
+ Court didn't think CS [injunction] underlying claim has substance

@JHannisdahl Some issues for JH:
+ JH claimed control after starting work w CS
+ did JH receive/use confidential materials outside contractual relationship -> regulatory implications?
+ did JH give CS access to his server: what abt non-CS clients' info there?
+ CS could still sue on substance

@JHannisdahl @threadreaderapp unroll please