Northern Cross Computer Systems Pty Ltd (NCCS), an IT services and consulting firm in

Melbourne, employs Beatrice as an IT specialist. NCCS's main business is in Victoria. Beatrice

held a 40% shareholding in NCCS that she had gradually accumulated over the course of her

employment (18 years). In June 2016, Beatrice entered into a share sale agreement with NCCS

to sell her shares to Indigo Pty Ltd. The agreement provided for payment of $3.5 million to

Beatrice and for her to continue as an employee of NCCS with a non-compete restraint in favour

of NCCS for a period of eight years (the Restraint Period). The contract stated that during the

Restraint Period, she must not 'carry on, engage in or have any involvement in the Restricted

Business'.

'Restricted Business' was defined as 'any business which is competitive with, or likely to be

competitive with, the Business at the relevant time during the Restraint Period.' Business was

defined as 'the business of IT procurement and associated IT managed services carried on by the

Company.'

Beatrice is keen to move away from Melbourne to avoid her half-brother, so she gives NCCS one

month's notice (provided in the employment contract), and informs NCCS that she intends to

sign a lucrative contract with Green Connections Pty Ltd (GCPL), an IT company in Darwin.

NCCS's CEO, Jeff, approaches you about Beatrice's conduct, and says that he recently read a

Victorian case from 2017 about this type of thing, and thinks Beatrice is in breach of her

agreement with NCCS in June 2016.

Advise Jeff if NCCS can enforce that agreement and prevent Beatrice from joining GCPL.

Use case law to support your answer.

Note: While you may rely on the course materials on Legality of Object, research is also required for this scenario. Do not discuss any other elements of the

law of contract.