NDA/Non Compete Non Circumvent

[lipservice_]

Oregon

I was in talks with a Business Associate who wanted to hire me as a founding partner, even though the Start Up funds weren't secured. However, no formal offer was made, only a draft. I never signed a employment contract. However, I signed a NDA/Non-compete/non circumvent. I now don't want to pursue this position, am I legally bound to the agreements? Agreement was signed on December 14 2022. The official job was never accepted, and the company as of late hasn't raised the funds to support a position of employment. I want to pursue my own business as it was established 2017. and it may compete with the other associate. Is this a nothing burger b/c no official biz was consummated and no clients were involved.

 

[Litigator22]

Oregon

I was in talks with a Business Associate who wanted to hire me as a founding partner, even though the Start Up funds weren't secured. However, no formal offer was made, only a draft. I never signed a employment contract. However, I signed a NDA/Non-compete/non circumvent. I now don't want to pursue this position, am I legally bound to the agreements? Agreement was signed on December 14 2022. The official job was never accepted, and the company as of late hasn't raised the funds to support a position of employment. I want to pursue my own business as it was established 2017. and it may compete with the other associate. Is this a nothing burger b/c no official biz was consummated, and no clients were involved. [/QUOTE]

Try some self-education. Research: "Mutuality of obligation." And "Quid pro quo". Each are fundamental axioms of contract law.

In the meantime, rest at ease. You have not incurred a contractual commitment.

Lastly, please stop shouting!!!!!

Random use of bold print does not invite desired attention. It's a rude, impolite turn off. Suggestive that the intended reader lacks common reading skills.

 

[lipservice_]

So sorry for the faulty font offense. I will adjust my intelligence level to at least the minimum AI chatbox. I appreciate the self-study contract law axioms you've suggested...will do. Thank you kindly.

 

[quincy]

To be on the safe side, have what you signed personally reviewed by a business law attorney in your area. Without the benefit of seeing exactly what you signed, it is impossible to say whether you bound yourself legally to the terms of the noncompete.

 

[zddoodah]

a Business Associate who wanted to hire me as a founding partner

"Hire" implies an employee. Once cannot "hire" someone to be a partner.

I signed a NDA/Non-compete/non circumvent. I now don't want to pursue this position, am I legally bound to the agreements?

Agreements (plural)? There's certainly no reason for anyone here to think you might not be bound by the agreement you signed. However, it's obviously impossible to know for sure without reading the agreement and knowing all relevant facts (and in that regard, I disagree with the person who wrote that you "have not incurred a contractual commitment"). I suggest you take the agreement you signed and all other relevant documents to a local attorney for advice.

 

[lipservice_]

Thanks for the latest posts...I was asked to be a founder, it's prob. going to be C or S Corp. However as mentioned no final offer was made, or accepted. So being that I'm not an employee or partner, but still signed the NDA Non Compete, No circumvent ,can this agreement stand?

 

[doucar]

YES depending upon what the agreement says.

 

[zddoodah]

So being that I'm not an employee or partner, but still signed the NDA Non Compete, No circumvent ,can this agreement stand?

I already answered this question: "There's certainly no reason for anyone here to think you might not be bound by the agreement you signed. However, it's obviously impossible to know for sure without reading the agreement and knowing all relevant facts (and in that regard, I disagree with the person who wrote that you 'have not incurred a contractual commitment'). I suggest you take the agreement you signed and all other relevant documents to a local attorney for advice."

I'll add to this that ANYONE (on an internet message board or otherwise) who purports to tell you that you aren't bound by a contract you willingly signed WITHOUT READING THE CONTRACT AND KNOWING ALL FO THE RELEVANT FACTS is full of you-know-what.

 

[lipservice_]

Hmmm. Ok the local atty will have to have a look. Oregon law as far as I can see has a 12 month non compete. The one I signed was for 5years.

 

[Zigner]

Hmmm. Ok the local atty will have to have a look. Oregon law as far as I can see has a 12 month non compete. The one I signed was for 5years.

If you're relying on https://oregon.public.law/statutes/ors_653.295, then you are missing the fact that you are not an employee.

 

[lipservice_]

Key reference I read over and over is "Reasonable". So with no shared clients or revenues, not being a partner or employee, is this a reasonable and enforceable agreement? TBD

 

[Zigner]

Key reference I read over and over is "Reasonable". So with no shared clients or revenues, not being a partner or employee, is this a reasonable and enforceable agreement? TBD

Let me ask you a SERIOUS question. Did you actually read any of the replies you received?

You've been told several times that you are going to want to speak to a local attorney to get answers to your questions.

 

[quincy]

Key reference I read over and over is "Reasonable". So with no shared clients or revenues, not being a partner or employee, is this a reasonable and enforceable agreement? TBD

It could be an enforceable agreement even if it has unenforceable provisions.

Courts in Oregon have the recognized power to “blue pencil” or eliminate from NDAs and non-compete agreements any unenforceable provisions while holding the rest of the agreement legally binding on the parties.

For example, if the Court finds the 5-year term too long, it can have that portion changed while retaining the rest of the agreement.

As you have been told (a few times now ), the document or documents you signed would need to be personally reviewed by an attorney licensed to practice in your jurisdiction. We cannot do personal reviews here. It exceeds the scope of the forum.

Sorry. Good luck.

 

[quincy]

Here is a link to a case for review (Oregon Psychiatric Partners, LLP v. Henry, 293 App 471, 2018):

https://casetext.com/case/or-psychiatric-partners-llp-v-henry

 

[quincy]

Thanks for the replies, I really appreciate the responses. As I have said, I will go to a local atty for further advice. There were a few later responses that I found valuable, so there is no need to be so nasty or high on your legal regal horse. I can have a meeting w/ a local atty, and STILL ask other lawyers on this site their opinions. That is reasonable!

On another occasion: I had a rather difficult inheritance tax issue in CA, a member on this forum came up with a beautiful and clear path for me to fight it. It worked perfectly, so sometimes advise given on this site provides extremely detailed and winning strategies. I was, and am very grateful.

I am happy you found helpful some of what was provided to you here. That is often the best you can hope for on any forum.

We all appreciate the thanks, so thank you.