Overview

The Plaintiffs (Smith Kielly and Avalon Peninsula Professional Optometric Corporations) sued Foreyes Optical Ltd. for failing to pay $30,000 due under a promissory note related to an Asset Purchase Agreement (APA). Foreyes counterclaimed, alleging Smith breached a non-competition clause.

Key Facts

• The APA involved the sale of an optical dispensary for $255,000, with $30,000 secured by a promissory note payable in two installments (2016 and 2017).
• Foreyes paid $15,000 to Dr. Kielly personally, not to the Plaintiffs, and withheld the remaining amount, citing breaches by Smith.
• Section 5.01 of the APA restricted Smith from competing in specific towns for three years.

Court’s Findings

1. Promissory Note: The court ruled Foreyes did not properly fulfill the payment obligations. The $15,000 paid to Dr. Kielly did not count toward the promissory note, so the full $30,000 remained due.
2. Non-Competition: Smith did not breach the non-compete clause. His advertisements for his optometry practice in Mount Pearl did not compete with Foreyes within the restricted towns.
3. Counterclaim: Dismissed. Smith had no obligation to continue working for Foreyes under the APA.

Conclusion

The court awarded the Plaintiffs $30,000 plus 10% interest and legal costs. Foreyes' counterclaim was dismissed.