Scope of geographic limits in non-compete
I recently left a sales position due to my position being eliminated and moved into a vp position (sales & marketing) at another company roughly 100 miles away in a similar business (security services). I signed a non-compete agreement on my first day (a surprise since it was not discussed during negotiations) when the company only had one location. Since then, the company has merged with a larger company with a nationwide footprint. The scope of my work dealt only in a few counties near the original office site and not nationwide. The non-compete lists "the counties in which the Company conducts business and those counties adjoining" as the protected area. Since that "protected area" now appears nationwide I'm assuming that the chances of enforcement would be slim. However, I'm wondering if the 100 miles seperating my new and old job would be considered a reasonable distance away provided I don't solicit/provide services in my old sales area.
I feel I could shake a non-compete lawsuit if initiated due to basic breaches on my previous employers side but would rather not pursue that route if I don't have to.
Any opinions or strategies would be greatly appreciated.
Answers (2)
Your non-compete agreement may be enforceable but it has to be reasonable as to scope. What is reasonable as to scope varies upon what the business is, what the activity is, etc.
I cannot assess a contract or clause I've never seen, and it would also be helpful to know whether you have already left, are contemplating leaving, have already secured a new job, etc.
In other words, if you want to know your full rights under the circumstances, why not actually do some face time with an employment lawyer?
Harold
posted by Harold Goldner | Nov 25, 2008 4:49 PM [EST]
Before I respond to your inquiry, I must state that we have not spoken, I have not reviewed the relevant documents and facts, and I do not represent you. Therefore, my discussion below is not a legal opinion, but is informational only. Finally, my discussion applies only to issues to which Pennsylvania or Federal law apply, unless otherwise specified.
That being said, you may not be bound by a 'surprise' noncompetition agreement. There is precedent in Pennsylvania that invalidates a noncompetition agreement presented as a surprise on your first day, if you reached a meeting of the minds on the terms of your employment prior to the first day. You situation may be covered by this precedent. Furthermore, breaches by your employer of their obligations may also render the agreement unenforceable. Finally, the employer's claim that it reaches all areas of its operations will generally be enforceable (under PA law) to the extent of your involvement in those areas. This does not include consideration of your potential 'inevitable use' of the employer's trade secrets however. In short, you may not be bound, but a conclusion on your matter is tied to a complicated fact-specific analysis.
If you would like to discuss this matter further, please feel free to contact me at the below address(es) or number.
/Christopher E. Ezold/
Nancy O'Mara Ezold, P.C.
One Belmont Avenue,
Suite 501
Bala Cynwyd, PA 19004
(610) 660-5585
Cezold@Ezoldlaw.com
www.ezoldlaw.com
posted by Christopher Ezold | Nov 25, 2008 1:39 PM [EST]
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