When Jo Malone sold her fragrance business to Estée Lauder in 1999, she did what thousands of founders dream of: she turned her talent into a transaction. She got the deal done. She took the money. And then, decades later, she discovered that part of what she had sold was herself.
The agreement with Estée Lauder included contractual restrictions preventing Malone from using the ‘Jo Malone’ name in certain commercial contexts. For years, those restrictions were held. After a non-compete clause ended in 2011, Malone set up the Jo Loves brand and built a second chapter in her career. That much was permitted. What appears not to have been permitted was attaching her own name to it in a fragrance marketing context.
Last year, Jo Loves launched a collaboration with Zara. Available in stores across Europe, Mexico, Australia and New Zealand, the collection featured packaging describing the fragrances as ‘a creation by: Jo Malone CBE, founder of Jo Loves.’ For Estée Lauder, that wording was a step too far.
On 11 March 2026, Estée Lauder filed a lawsuit against Jo Malone, her Jo Loves brand, and Zara UK, alleging breach of contract, trademark infringement and passing off. The company’s position is unambiguous. ‘She was compensated as part of this agreement, and for many years, she abided by its terms. Ms Malone’s use of the name ‘Jo Malone’ in connection with recent commercial ventures goes beyond that legal agreement and undermines Jo Malone London’s unique brand equity.’
What was in the agreement?
We do not have sight of the share purchase agreement from 1999, but its likely structure will be familiar to anyone who has advised on a founder-led sale. When a business is built on an individual’s name and reputation, the acquirer needs certainty that the asset they are buying does not walk out of the door with the founder. That means the SPA will typically include the assignment of trademark rights in the founder’s name, restrictions on how the founder can trade or be credited in competing sectors post-completion, and non-compete and non-solicitation obligations for a defined period.
The non-compete in Malone’s case appears to have run until 2011, which is why Jo Loves could be established. But the trademark assignment and the restrictions on using the name in fragrance marketing appear to have survived that period entirely. That is the clause now in dispute.
Does Estée Lauder have grounds?
On the face of the publicly available information, yes. The three heads of claim are breach of contract, trademark infringement, and passing off. The breach of contract claim turns on the precise wording of the 1999 agreement and whether the Zara collaboration brings Malone’s name into a restricted category. The trademark claim is relatively straightforward: Estée Lauder owns the registered mark and Malone’s name appears on competing products. The passing off claim requires Estée Lauder to show that consumers could be misled into believing the Zara products are connected to Jo Malone London, which the packaging wording arguably supports.
Malone’s strongest counter-argument is the natural one: it is her name. A central legal question is whether an individual retains the right to use their own name in trade after transferring it as a trademark. English courts have grappled with this tension before, and the outcome will depend heavily on how broadly or narrowly the original restriction was drafted.
It will be interesting to see whether the courts have any sympathy or discretion when Jo Malone’s desire to continue to use her personal name in the sector in which she has developed her expertise over many years, as, restrictions on competition post sale are usually limited to, at most, a three year barr out. The difference in this case is the Trademark registration which is definitive because it is a registration of Jo Malone’s name, for which the registration has belonged to Estée Lauder since the acquisition took place.
What we would tell a founder today
The Jo Malone case is not really about fragrance. It is about what happens when founders sell without fully understanding what they are giving up.
If you are a founder considering a sale of your business, particularly one that trades on your personal brand, the share purchase agreement is where your future freedom is either preserved or surrendered. The commercial terms that matter most are not always the headline price. They are the scope of any name restrictions, the duration and geography of any non-compete, how ‘competing activities’ are defined, and whether you retain any right to be credited as a creator in a future venture.
I have no doubt that this section of the share purchase agreement will have been heavily negotiated, and if it wasn’t, it really should have been. Estée Lauder and its lawyers would have been very clear about what they were seeking to protect and so the question may be, did Jo Malone understand what she was giving up by agreeing to the relevant clauses?
Get those terms right at the point of sale, and you protect your ability to build again. Overlook them, and you may find that what you sold was not just your company but your name.
Denise Walker is Founder and Head of Corporate at Glenville Walker.
