Client Background
Duncan Kirk is the owner of The Bakewell Tart Shop and founder of Curated Menu Software Ltd, two businesses connected by a common interest in the welfare of customers.
After experiencing the impact of food allergies within his own family, Duncan recognised a persistent issue in hospitality: there’s no simple way for diners with allergies or intolerances to confidently navigate a menu.
Restaurants typically depend on verbal communication between diners, wait staff and chefs. This can be a time-consuming process that is prone to human error. To address this, Duncan created software that allows for the creation of customised menus based on any ingredient or allergy, not just the 14 specified by UK food laws.
Customers are able to use a tablet or other interface to quickly determine what they can safely eat thanks to the technology. What started as an internal tool for The Bakewell Tart Shop quickly developed into a stand-alone idea with potential for global use.
Curated Menu Software Ltd: Legal Challenges
To safeguard Curated Menu Software Ltd, Duncan required legal assistance to protect his interests and prepare the business for future scalability.
We advised on the following key areas:
- Company Incorporation, including articles of association and shareholders’ agreement for the company
- Bespoke software licence agreement
The shareholders’ agreement allowed for future staff ownership while safeguarding control of the business, which was important to Duncan in his goal to grow the business.
As the software developed by Duncan touches on public health, the new business required clear protections in place around data input, usage terms and liability exposure.
Duncan also sought advice in relation to safeguarding intellectual property to assess whether the core concept was indeed protectable. This was a key step in preparing the business for potential investors.
CMP Legal’s Solution
The team at CMP Legal supported the launch of Curated Menu Software Ltd by advising on the company’s incorporation and drafting bespoke articles of association. Our team, which consisted of Joe Lowe and Harrison Easley, prepared a tailored shareholders’ agreement that allowed Duncan to offer shares to selected team members, with restrictions that ensured strategic direction remained within his control.
Our team also drafted a base customer contract to be used when licensing the software to hospitality venues. This agreement was a critical piece of legal groundwork, covering liability limitations and setting out the obligations of restaurant operators to provide accurate allergen information. The licence agreement also ensures that the software, whilst licensed to hospitality venues, remains the sole property of Curated Menu Software Ltd.
Given the nature of the product, helping people avoid ingredients that could trigger life-threatening reactions, this contract offered both legal clarity and peace of mind.
Recognising the innovative nature of the software, we also referred Duncan to a specialist patent lawyer to explore potential IP protection. While the core concept wasn’t patentable (as software functionality alone does not qualify without unique technical methods), the referral ensured that full due diligence had been carried out.
In addition, we also provided strategic guidance around share classes, such as creating Ordinary A and Ordinary B shares, enabling Duncan to futureproof the company’s growth while retaining control of the business.
The Result
Curated Menu Software Ltd is now an incorporated business with the legal structure, documentation, and protections in place to protect the business and its future growth.
The software is already live in The Bakewell Tart Shop, allowing customers to create a personalised menu on the spot based on any allergen or ingredient, including less common ones not covered by statutory requirements, such as garlic, kiwi, or grape seed oil.
For Duncan, this isn’t just a convenience tool; it’s a way to help the hospitality industry better serve customers with dietary requirements and, in some cases, save lives. The software instantly filters entire menus, showing diners only what is safe to eat or what can be modified without the ingredient they wish to avoid. It removes the need for awkward exchanges at the table and reduces the burden on waiting staff and kitchens.
The long-term goal is to roll out the software to restaurants across the UK, and eventually overseas, under a licensing model. Early feedback from those in the industry has been overwhelmingly positive.
What the Client Said
“CMP Legal helped us structure the business properly from day one. The shareholders’ agreement gave us flexibility while protecting our direction, and the customer contract gives us confidence that we’re covered. They also referred us to IP specialists and guided us through important shareholding decisions. Joe and Harrison were responsive, professional, and I wouldn’t hesitate to recommend them to another founder.”