| The directors’ prohibition of competition is a legal barrier set up by the law for the directors of the company.It separates and distinguishes the personal interests of the directors of the company from the legitimate rights and interests of the company.Its purpose is to regulate the unfair competition of directors.To protect the legitimate rights and interests of the company.The dispute between Guo and Lian da dong li is a typical case in which the outgoing directors fail to fulfill their business prohibition obligations and damage the company’s interests.The core disputes in this case mainly focus on the commitment of the outgoing directors’ business prohibition obligations and the business field of business competition.There are three aspects of the definition and the processing mode when the company’s right to belong to and the right to damages are competing.As far as the case involves the commitment of the outgoing directors’ prohibition of business competition,the company’s articles of association are the company’s constitution.Lian da dong li articles of association stipulate that the directors should continue to perform their business prohibition obligations within a certain period of time after leaving office.This provision does not violate the company law and Guo once expressed the approval of the articles of association,Guo should continue to perform the obligation to prohibit competition in accordance with the articles of association.In addition,the director’s obligation of loyalty is the embodiment of the principle of good faith,and the principle of good faith is the basic principle of the civil law.When there is no clear provision,it can provide a basis for the judge’s judgment.Although our company law does not clearly stipulate the obligation to prohibit directors from leaving the company after the resignation,the principle of good faith also requires directors not to use their advantages after leaving office.Status damages the interests of the original company.Therefore,it should be determined that Guo should continue to perform the obligation of prohibiting competition for Lian da dong li within two years after leaving office.Regarding the definition of the business field involved in the competition,the judgment of "similar business" should be based on the similarity of function,nature,use,whether there is a competitive relationship,and the job status of the competitor.After leaving his position from Lian da dong li,Guo established another Jin yi company and served as a director to operate similar businesses.The "Jin yi tong" project developed has a high degree of similarity in its main functions with the "Linda Health Treasure" of Lian da dong li.And rob customers and project staff who originally belonged to Lian da dong li,obviously forming a competitive relationship,it should be determined that Jin yi Company and Lian da dong li operate similar businesses.Regarding the processing mode when the company’s right of attribution and the right of compensation for damages compete in the case,it is determined that the company’s right of attribution and the right of compensation for damages must simultaneously meet three constituent elements: the violation of the prohibition of competition is the same Behavior;the company’s right of attribution and claim for damage compensation exist for the same act;the subject of the claim for damages and the right of inclusion are the same as the subject of the request;when the two rights compete,there are mainly three solutions: overlapping,single and alternative.Guo’s competitive behavior complies with the constituent elements of the right of attribution and damage compensation,but Lian da dong li has not been able to make up for all the company’s losses after exercising the right of attribution against Guo.Exercising the right to damages to obtain comprehensive relief,the simultaneous exercise of the two rights can also have a warning effect on other directors of the company,which is consistent with the principle of fairness and justice. |
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