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Non-Compete vs Non-Disclosure

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BoyHowdy

Junior Member
What is the name of your state? Tennessee :cool:

Hello fine people. I've enjoyed reading some of the responses here. Be especially kind as i'm fragile at the moment. :rolleyes:

A little over a year ago I worked for a company for 3 months. I'd been in the same line of work for quite a few years. Upon accepting the job I signed what was presented as a "standard employment" agreement with all the usual show up on time, don't steal from us, look sharp at work stuff. Hidden in this document were 3 or 4 lines outlining a non-compete. I know what you're thinking, nothing is hidden unless it's invisible ink. Anyway, i signed it and shortly thereafter left to start my own company. I've even done business transactions with this same company since then. Recently, an opportunity came up to rep a line of equipment (abc) that both companies wanted. I was awarded the line and now the former company is making noise.

My questions are;

1. Do the courts look at the way a non-compete is presented, i.e. not clearly indentified as a non-compete?

2. Do the courts look at the amount of time spent on the job in considering the validity of a non-compete?

3. By doing business with this company for the past year, am I in a better position to get the non-compete tossed?

4. wouldn't this forum be better with a spell-ckeck?

Thanks and I look forward to comments.

Respectfully....
 


BelizeBreeze

Senior Member
The only question you asked that would not require a complete review of the non-compete clause is number 4 to which the answer is "HELL YES".

Otherwise, either post word for word the non-compete clause here or take the contract to a local attorney for review.
 

BoyHowdy

Junior Member
Thanks for that insightful reply BB. BTW, Nunya? That's up in the panhandle, right? Thanks again!

Anyone else care to reply? I'm sure there's someone out there....
 

cbg

I'm a Northern Girl
1. Do the courts look at the way a non-compete is presented, i.e. not clearly indentified as a non-compete?

That depends on the court and on the exact wording of the document.

2. Do the courts look at the amount of time spent on the job in considering the validity of a non-compete?

Either the clause is valid or it isn't. The length of time you spent on the job does not affect that.

3. By doing business with this company for the past year, am I in a better position to get the non-compete tossed?

Again, that depends on the exact wording of the document, but probably not.

4. wouldn't this forum be better with a spell-ckeck?

Yes.

Some things are beyond the scope of a message forum. Interpreting a clause we have not read is one of them.
 

BoyHowdy

Junior Member
Thank you CBG !

Because this IS rather important to me and because I feel you all offer a great deal of information, I've copied two (2) article XIII's. Article XIII-1 is what I read during my initial interview with this company. Article XIII-2 is what was presented for me to sign a couple of days after I was hired. I didn't catch the changes. In fact, I wouldn't have a copy of XIII-1 without another former employee, out of kindness and consideration of my situation letting me read it.

Please note that this is a very small, two man company acting as a representative organization for larger manufacturing companies. Previously i'd never been exposed to such behavior having worked for larger more respectful companies.

Thank you very much for you time!!

XIII-1 (what I read). Term and Termination. This agreement shall commence on the date first written above. Receiving party’s right to use the confidential information in connection with the business purposes shall continue in effect until (dated) or until disclosing party provides receiving party with written notice of termination of such right, whichever is earlier. Notwithstanding the foregoing, receiving party’s obligations with respect to the confidential information hereunder shall continue in full force and effect until further notice from disclosing party.

XIII-2 (what I signed). Term and Termination. This agreement shall commence on the date first written above. Receiving parties right to use the confidential information in connection with the business purposes shall continue in effect as long as the receiving party is employed by the disclosing party. For a period of two years after the termination of this agreement, for any reason whatsoever, the receiving party will not, solely or jointly, with or as an agent of any person, firm, or company, directly or indirectly, canvass, solicit, or accept business from any of the disclosing party’s customers at the time of such termination, or any such customer who has done business with the disclosing party’s company within a 180-day period immediately prior to such date of termination, nor request nor advise such customer to withdraw, curtail, or cancel it’s business with the disclosing party’s company. Receiving party further promises and agrees that during said two year period he / she will not divulge to employees, any of the methods, systems, records of statistics hereafter disclosed to the receiving party as confidential information by the disclosing party.
 

cbg

I'm a Northern Girl
BoyHowdy, you said in your initial post that you had been reading previous posts. Maybe you have seen some of my other posts on non-compete issues when I have stated that one has to see the ENTIRE document. That's because you could pull a couple of paragraphs out and show them to us, but elsewhere in the document there could be some qualifiers or amendments that affect how the paragraphs you print for us, are read. For that reason I will not, and do not recommend that anyone, try to interpret the legality of any clause when the ENTIRE document is not available. I wouldn't want to give you an incorrect assessment because I didn't see the qualifiers elsewhere in the agreement.

For that reason, I suggest that you follow Beth's suggestion and take the ENTIRE agreement to a local attorney.

I'm not yelling at you, and I don't intend to be rude. But as I said in my first response, there are some things that are beyond the scope of a message board. In my opinion, this is one of them.

Good luck.
 

BoyHowdy

Junior Member
I certainly will offer this up to a lawyer. Thought process was pay a lawyer later when no other option is available or pay now and be proactive. Not sure if it really matters.

BTW, thanks for the civil responses from all..! I was reluctant to post for fear of being abused by some of the more colorful regulars on this board. Maybe they need to take a few weeks off from the pressha. LOL

Thanks Y'all and good luck out there!
 

BelizeBreeze

Senior Member
BoyHowdy said:
I certainly will offer this up to a lawyer. Thought process was pay a lawyer later when no other option is available or pay now and be proactive. Not sure if it really matters.

BTW, thanks for the civil responses from all..! I was reluctant to post for fear of being abused by some of the more colorful regulars on this board. Maybe they need to take a few weeks off from the pressha. LOL

Thanks Y'all and good luck out there!
Howdy, if you really read some of those 'colorful' responses you'll find that they come only AFTER some idiot comes here for advice, is given more than one solid and valid legal opinion, then belittles the answer because it's not what they want to hear.

I, for one, don't give a damn what people think of me. But I'm also not going to play games with idiots.

You're making the right decision. There are some things we can do here and others we can't.
 

BoyHowdy

Junior Member
Jeez, BB. You're awfully defensive. I'm not an idiot my friend. I'm not a lawyer (parents were married), but I'm not an idiot.

BTW, if it's such a pain in the ass, why do you continue to thrash / post? Lots of time on your hands or do you actually enjoy putting these idiots in their place? Hummm?

This will certainly be the last time you and I communicate, so take care and try to relax ! :D
 

BelizeBreeze

Senior Member
BoyHowdy said:
Jeez, BB. You're awfully defensive. I'm not an idiot my friend. I'm not a lawyer (parents were married), but I'm not an idiot.

BTW, if it's such a pain in the ass, why do you continue to thrash / post? Lots of time on your hands or do you actually enjoy putting these idiots in their place? Hummm?

This will certainly be the last time you and I communicate, so take care and try to relax ! :D
It's obvious to me you have made rash decisions based on no facts. And you have not read completely the posts that you have used to lamblast others here.

If you had maybe you'd have the right to your opinion. Besides, what has any of this to do with your issue? You were given valid advice based on your issue. Anything else is pure crap and a waste of time.
 

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