Spill Bidco Ltd and others v Wishart – Breaching The Conditions of the Sale Agreement.

Compromising A Lifetime’s Work by Breaching Non-Compete Clauses

Bruce Wishart is, by any measure, a self-made man. In 1986, fresh from working his way up through the waste paper trade, starting at the bottom and eventually running two depots, he started his own business. His idea was a container that could be used with a forklift to collect waste from manufacturing processes. 

Three years later, he opened his first steel fabrication workshop. Over the following decades, Wishart built what became a substantial industrial group, Empteezy Holdings, manufacturing and selling products used in the safe storage and management of hazardous materials.  

He acquired factories abroad, expanded into Spain, France, Germany, Italy and Belgium. He brought in people he trusted and gave them meaningful roles in the business he had built from scratch. 

By the time he was in his late sixties, Empteezy Holdings had ten companies across Europe with a combined turnover in the tens of millions. 

For more information, read the full article on Spill Bidco Ltd and others v Wishart and other [2025] EWHC 2513 (Comm) 

Selling the Family Silver

In December 2022, at 68, Wishart decided it was time. He sold the entirety of Empteezy Holdings to a private equity-backed vehicle called Spill Bidco Limited, backed by Chiltern Capital. The headline consideration was around £27.6 million, though a substantial portion came in the form of loan notes rather than cash in hand. 

As part of the deal, Wishart was appointed as a non-executive director of the top holding company, Spill Topco Limited, registered in Jersey. He was to devote around two days a month to the role. He signed an appointment letter, an Investment Agreement, a Share Purchase Agreement, and restrictive covenants. 

Under the SPA, Wishart agreed not to be “engaged or concerned or interested” in any competing business for three years until December 2025. Under the Investment Agreement, similar restrictions applied for 18 months from whenever he ceased to be a director or shareholder, alongside a 24-month non-solicitation clause. The geographic scope covered the UK, Europe, and every country where the group operated. 

These were not unusual terms. When a founder sells a business built on personal relationships, personal goodwill, and decades of industry contacts, buyers routinely insist on tying that person in. 

Helping Friends

Among the people Wishart had brought into his business empire over the years were two individuals in Spain, Leen Sandor and Juan Carlos Serrano, who were married to one another. Wishart had given Serrano a senior management role at Emtez Spain, the group’s Spanish operation, and brought in Sandor as a salesperson. He had watched them build the business from nothing to a €6 million turnover. He considered them close personal friends. 

In 2024, the new management of the Empteezy group discovered financial irregularities at Emtez Spain. Sandor and Serrano were suspended and Serrano was dismissed in November 2024. In late November, Emtez Spain filed for insolvency. By December, the company went into an administration process, bringing the business to an end. 

Wishart was devastated. He believed that Sandor and Serrano had been badly treated. Between September and December 2024, he made four separate bank transfers to Sandor of  €15,000, €6,000, €6,000, and €10,000. He told himself it was personal support for a friend in crisis. 

Breaching The Conditions of the Sale Agreement Image

Breaching Restrictive Covenants

By early 2025, a business called Apex Safe Solutions had emerged. Sandor and Serrano were apparently involved and it was trading in similar products to those Emtez Spain had sold, to some of the same customers. In January and February 2025, Wishart began making larger payments into a bank account in the name of “APEXARCH”, €49,900, then €50,000, then another €50,000, in the space of a few weeks. 

His position was that he was simply helping friends get back on their feet. But the new management of the Empteezy group saw it differently. To them, their seller was financing a competitor. 

Wishart provided Sandor with contact details for an Indian supplier called Samridhi and a Taiwanese absorbents supplier called Magic Film. In an email sent in March 2025, he introduced Apex to Samridhi by describing it as a “sister company” of Emptez. He later acknowledged in court that this was entirely untrue and was a deliberate attempt to lend Apex credibility by trading on the Emptez name. Even he accepted it was wholly inappropriate. 

Meanwhile, he was also aware of business opportunities that Serrano was pursuing with companies such as SEAT, Volkswagen, and Amazon. He chose not to mention any of them to Spill Topco or its subsidiaries. 

Further Breaches in the UK

Matthew Bulman was another of Wishart’s friends and long-standing business contacts. By 2024, Bulman had set up a UK business through a company called Loxxer, supplying cabinets for the safe storage of lithium batteries, products that competed directly with Empteezy’s range. 

Wishart allowed Loxxer to store stock at the premises of Livi, a storage company he owned and directed. He exchanged emails with Bulman providing advice on the pricing of absorbents and contact details for suppliers in India and Hong Kong. He was, in essence, feeding competitive intelligence to a rival operation. 

A Director in Name and in Law

Throughout all of this, Wishart remained on the board of Spill Topco. Being a non-executive director has the same obligations as any other director. Under Jersey company law, which governed Spill Topco, a director must act honestly and in good faith with a view to the best interests of the company. They must exercise care, diligence, and skill. Most critically, they owe a duty of loyalty, which means they cannot place themselves in a position where their personal interests, or their affections, conflict with their duty to the company they serve. 

Spill Topco was a holding company and its only meaningful asset was its ownership of the group beneath it. So when Wishart helped fund a business competing with that group, shared supplier contacts that benefited a rival, and stayed silent about commercial opportunities he knew about, he was not just breaching his covenants, he was acting against the interests of the very company he sat on the board of. Every act of friendship toward Sandor, Serrano, and Bulman was, simultaneously, an act directed against Spill Topco. 

Breaching The Conditions of the Sale Agreement

The Reckoning

On 16 May 2025, Spill Bidco and associated companies issued proceedings. A speedy trial was ordered and Wishart gave undertakings: no use of confidential information, no further engagement in competing businesses, preservation of evidence. 

In July 2025, the buyers moved against his loan notes, serving redemption notices seeking to cancel approximately £12.7 million of the notes for nil consideration, on the basis of alleged Material Default under the Investment Agreement. 

Wishart maintained throughout that his actions had been motivated by loyalty to old friends, not self-interest. He was aggrieved at what he saw as the mismanagement of the businesses he had spent his life building.

What the Court Found

The judge, His Honour Judge Halliwell, found that several of the most serious allegations had been made out.  

  • Wishart had provided financial support knowing it would fund Apex’s trading activities.  
  • He had helped Apex source products from suppliers.  
  • He had withheld business opportunities from the group.  
  • He had provided Bulman with pricing advice and supplier contacts in the UK. 

 In doing so, he had made himself “concerned” in competing businesses,  which was precisely what his covenants forbade. 

He had also breached his fiduciary duties as a non-executive director of Spill Topco. His conduct in falsely describing Apex as a sister company of Emptez was found to be dishonest, though the judge stopped short of characterising his overall behaviour as a pattern of dishonesty. The court accepted that Wishart had been driven primarily by personal loyalty and a sense of grievance, not naked self-interest. 

Judgment was given for the claimants on liability. The level of damages, the granting of an account of profits and the question of injunctive relief, were left for a later hearing.

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