...is generally unenforceable due to over breadth, unless the employer can show a legitimate business interest that will be protected by such an expansive geographic description.” Brunswick Floors v. Guest, 506 S.E.2d 670, 672 (Ga. Ct. App. 1998). Brunswick Floors had Mr. Guest sign a covenant not compete that restricted Mr. Guest from working within an 80-mile radius from their location. Id. at 671. By comparing Brunswick Floors to Pete Palmer’s case, the territory restriction set out in Pete Palmer’s non compete clause is unreasonable. The covenant in the Brunswick Floors case was unreasonable because the 80-mile radius was too expansive. Brunswick Floors v. Guest, 506 S.E.2d 670, 672 (Ga. Ct. App. 1998). Also, the employer could not show no legitimate business interest that would be protected by such an expansive territory restriction. Id. at 672. In Pete Palmer’s case, a 100-mile radius is too expansive and it is unlikely that WBLR has a legitimate business interest that will not allow Pete Palmer to work for another radio station in the entire 100-mile area. WBLR does have legitimate business interests in Atlanta and the surrounding counties that are specified in the non compete clause. However, the farther you are from Atlanta, the less business interests WBLR have. So, WBLR is going to have minimal contacts with business interests 100-miles away from their station. The territory restriction is overly broad, making it unreasonable. In Rollins Protective Services Co. v. Palermo...
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...offered different jobs before, but Dr. Elizabeth concluded by choosing Neurology Associates LLP because of the interval between her home and family. The employment agreement, signed by Dr.Elizabeth, included detailed clauses of compensation terms, vacation, on all duties and fringe benefit package. NA agreed to pay $1,000 for the course that was designed to help prepare future candidates for the test, such as for Dr. Elizabeth Blackwell. Immediately after hiring Dr. Elizabeth, different conferences were held, and chief directors of NA introduced her to a number of physicians in order to build the referral base for the practice. But in July 2005, one of the partners of NA, Mr. Cohn told her that she needs to sign an additional part of document which was neglected by him during the early negotiations. He mentioned that the document was a standard procedure so it needs to be signed by the end of the workday. The document covered the following facts: “Section 1: The parties hereby agree, in consideration of the exchange of good, valuable and sufficient consideration, to be bound by the following provision: For a period of three years after the date of her separation from NA, Blackwell agrees that she will not contract with any provider of neurological services, nor compete in any way with NA, within a radius of 50 miles of NA’s practice location. It is acknowledged that this restriction covers the entirety of the southwestern region of Longville.” Blackwell was not...
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...1. For each of the following agreements, explain fully: a) whether the mistake was mutual or unilateral; b) whether the mistake involved a material term of the contract; c) whether the fairness of the situation would be grounds for arguing that enforcement of the contract was unconscionable; and d) whether the customer could seek to void the contract on the basis of mutual mistake. (Remember: define mutual/unilateral mistake, identify material terms, discuss fairness and/or unconscionable factors of the contract, then analyze and support your conclusion as to whether the contract is voidable.) a. When Rick and Ellen booked a caterer to help host a celebration for their 50th wedding anniversary on Sept 5, 2014, they did not realize that their anniversary fell on Rosh Hashanah, a Jewish high holy day. Ellen had not practiced her Judaism faith since she married into a catholic family, but she realized that none of her Jewish relatives would attend the event, so she called the caterer to change the date. The caterer pointed out that the contract had a no cancellation provision that required a payment of $1000 for any change in the date of an event. A mistake is erroneous belief about the facts of contract at the time of contract is concluded. A unilateral mistake does not void a contract. The customers could seek to void the contract because there was a mutual mistake. b. Gustav entered into a contract with the RTA to display 2ft x 4ft posters on the back of the RTA...
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...Table of Contents BUSINESS LAW ASSIGNMENT 1 CASE: BARKLAY SHARED SERVICES NOIDA (UP) Vs TONY WILLIAM. 17 June 2012 1 1. FACTS 3 2. LAW 4 2.1 NON COMPETE CLAUSE (DETAILED) 4 2.1.1.PERIODIC 4 2.1.2. GEOGRAPHICAL 4 2.2 MISREPRESENTATION 4 3. ISSUES 4 3.1. 4 3.2. 4 3.3. 4 4. PRINCIPAL 5 4.1 Case: Business Intelligence Services, Inc. v. Carole Hudson 5 4.1.1Facts 5 4.1.2 Issue 5 4.1.3 Holding 5 4.1.4 Reasoning 5 4.2 Case: Gulf Industries, Inc. v. Boylan 5 5. Application 6 5.1 6 5.2. 6 5.2.1 6 5.2.2 6 5.2.3 6 5.2.4 6 6. Conclusion: 7 7. References: 7 1. FACTS Tony William is an employee of Barklay shared services (BSS) Noida, Uttar Pradesh. In 7 June 2012, Tony received an offer letter from Amecs Services (AMS) Noida (UP) a competitor of Barklay shared services. There was opening at Amecs Services for the post of a Team Leader and perquisites involved free transportation and a higher incentive scheme. However, the offer for the post of the Team Leader was only vacant till the period of August 2012. Both Barklay Shared Services and Amecs Services were into BPO sector and were market rivals since a decade. In order to avoid security breach of their personal business documents Barklay Shared Services had made amends in their employee contract in August 2006 of a non-competition clause because one fourth of the employees at Amecs were from Barklay shared services. Tony had been an employee at Barklay Shared Services from near over...
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...Consider the following scenario: Southwest Industries, Inc. is a corporation that provides technical services. Suppose Mike Youngblood and TDI Technical Services are Southwest’s former Vice President of Operations and Southwest's competitor, respectively. On June 26, 1999, Youngblood signed an employment contract with Southwest to work as a recruiter making $29.50 per hour. The contract contained a noncompetition agreement preventing Youngblood from working for a competitor of Southwest for one year within a 100-mile radius following termination of employment with Southwest. Prior to signing the contract, Youngblood talked to Peter Schwimmer, Southwest's owner and president, on the phone about the job. Schwimmer did not discuss or mention the noncompete agreement with Youngblood on the phone this first time. Schwimmer and Youngblood later met in person to discuss the job. Schwimmer has stated that he recalls briefly telling Youngblood that he would be expected to sign an employment contract that contained a noncompete agreement. Youngblood stated that he does not remember whether Schwimmer mentioned the noncompete agreement during this meeting. Youngblood did not ask for a draft of the contract or noncompete agreement and Schwimmer did not give any to Youngblood. Later, Youngblood called Schwimmer to further discuss the job offer and accept the position. Schwimmer says that he does not remember specifically telling Youngblood about the noncompete agreement,...
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...| How to Protect Trade Secrets in the Workplace | Business Law Research Paper | Anthony Arrieta 11-27-2015 | Trade secrets First let’s address what a “trade secret” is. It is very hard to get an exact definition of what these are but trade secrets have characteristics which most state statutes or common law recognize. They are: * Secrecy * Security * The value of the Information, and * Ease of Duplication A customer list is a classic example of information that might be considered a trade secret. The list, by itself, would probably not be a protected trade secret. It could only be protected if the customer list is not “readily ascertainable” from sources outside the particular company. For example, a list of customers revealing their monthly purchases would more likely constitute a trade secret. The mere listing of customer names and addresses which could be obtained from a telephone book, would probably not constitute a protected trade secret. Protecting trade secrets in the workplace is a very important part of running a successful business. Keeping parts of your business secret will differentiate you from the rest of your competitors and if you are succeeding in the industry it will keep you at the top of the industry. Successful companies stay on the top because they protect their most valuable information. Companies like Coca-Cola have protected their “secret” formula for 125 years (Coca-Cola, 2015). This is not the only reason that...
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...Pat tells Chris that an exciting concert is coming to town, and he will spend $40 a ticket if Chris will go to the concert with him. Chris is excited, and she tells Pat that she will attend the concert with him and that he can pick her up at her place at eight o’clock the evening of the concert. Pat goes to pick Chris up and finds no one at home. Too embarrassed to attend the concert by himself, he goes home. Worried that something may have happened to Chris, he tries to reach her by telephone. The following day, he contacts her and she informs him that she changed her mind; she did not want to go to the concert with him and did not feel it was necessary to call. Pat becomes very emotionally upset over the rejection. Two days later, he files a lawsuit against Chris for $80 in damages for the two unused tickets to the concert and $500 for his emotional trauma. How would the case be decided? John works for an insurance company. The company pays him a salary, commissions on all sales of life and auto insurance policies and also provides a work laptop which is intended to be used solely for work and must be returned at the termination of employment. One day John went to turn on his laptop and the screen was blank. He tried to reboot the computer and still it was blank. After calling his employer, the company tech department instructed him to overnight the hard drive so they could repair it. John follwed their instructions. Two days later John was arrested for possession of child...
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...The Relationship between Principals and Agents in Business BUS311: Business Law I (BNJ1151A) Prof. Samantha Hodapp January 30, 2012 The Relationship between Principals and Agents in Business The relationship between a prinicipal and agent in business can and have been great; benefitting both parties involved while providing the best services or products to the consumer. Many businesses, or prinicipals, use an agent, such as an employee or sales representative, to represent the business when dealing with third-parties, also know as the consumer or client. For the sake of this writing this relationship will be based on the principal (A.O.I.), special agent(s) (sales representatives) and third-parties (clients). A special agent is a person delegated to act only in a particular transaction, under definite instructions, and with specific limits on the scope of his or her authority. (Liuzzo, 2009, pg. 259) An example in this case would be a sales representative who has authority to negotiate the price of a sale to a limit predetermined by the principal. Another example of prinicipal and agent relationships is GNC who argued that the conduct of McCreadies was sufficient to represent they had authority to enter a binding agreement on behalf of O2. McCreadies was hired by O2 to negotiate the terms of the contract and GPN argued that agents are commonly used to negotiate and enter into contracts and that O2 had at no time informed them of any restrictions of McCreadies’ authority...
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...Reasonableness requirements The court will likely find the duration and geographic scope of the non-compete agreement to be reasonable. Both the duration and the geographic scope must be reasonable for the non-compete to be enforced. Nat'l Graphics Co. v. Dilley, 681 P.2d 546 (Colo. App. 1984). Five year non-competes have been enforced by the courts regularly. Despite the fact 150-mile restriction is outside the 100-mile default range typically enforced by the courts, Betty Crockette is a unique business that operates statewide so it serves a legitimate business purpose. 1. Duration Restriction The duration restriction of five years for a non-compete agreement is reasonable. The general rule is that duration restrictions of up to five years are reasonable Harrison, 577 P.2d at 231. However, Reed Mill & Lumber Co. v. Jensen, 165 P.3d 733 (Colo. App. 2006) creates an exception. Distinguished from the...
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...may be enforceable where an employee is hired under a two-year employment contract with Fabulous Hotel and the term is up with a clause in the original signed contract to prevent the employee being hired to the same position, a chef, within the same metropolitan area for two years after their employ with Fabulous Hotel. In order for a contract to exist end be enforceable, some elements of a contract must exist in order for a contract to be enforceable. It can be determined that in this hypothetical provided for this assignment that there was an offer from Fabulous Hotel and an acceptance of that offer to be an employee as head chef for a period of two years. This simply shows that Fabulous Hotel offered a job and that said job was accepted under the terms of the contract offered by Fabulous Hotel. The consideration of this contract is that of employment. When I come in to work as head chef for Fabulous Hotel, they are therefore legally bound to pay me for my services as an employee for the work performed. As for capacity, when entering into this contract all parties involved do not lack the mental capacity to enter into this contract. The legality of this contract however, may in fact be in question. The contract itself contains a clause that must be looked at in more depth to determine the legality of this contract. The clause mentioned in the contract that states: “The below-signed agrees not to work as a chef for another hotel in the same metropolitan...
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...QUESTION ONE (1) Jones may have claims against the enforceability of his contract with the Suburban Engineering Company (SEC) in regards to consideration and unconscionability of the non-compete clause. Once those issues have been settled, the court will also need to determine if SEC breached its duty of “good faith”. A. Enforceability Issues I. Consideration Jones’ first claim against SEC is that the non-compete clause lacked consideration. Although courts often question the enforceability of such a clause, Jones’ claim will probably not be accepted by the court. The idea of consideration falls within the Justification Principle. This requires that there be no reason not to enforce the promise. Regarding non-compete clauses, there are competing views as to their enforceability. The main question is whether consideration is given. Is subsequent employment sufficient or must there be an independent consideration as to treat the non-compete clause as a separate promise? In order for a contract’s consideration to be sufficient, there must be a detriment to the promisee or a benefit to the promisor. Some courts hold that these clauses fall within the bargained-for exchange of the contract and will constitute just one component of an employee’s promise in exchange for the bargained-for contract from the employer (assuming no bargaining disparity exists). Judge Moyer reasoned that, “the employee’s assent to the agreement is given in exchange for forbearance on the part of the...
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...------------------------------------------------- AGREEMENT IN RESTRAINT OF TRADE CONTRACTS TABLE OF CONTENT * INTRODUCTION * TYPICAL RESTRICTIVE CLAUSE * KINDS OF RESTRAINT * RESTRAINT OF TRADE UNDER THE COMMON LAW * EMPLOYER MUST HAVE A VALID INTEREST * RESTRAINT MUST BE REASONABLE * EXCEPTION * CONTRACTS OF EXCLUSIVE DEALING * RESTRAINTS ON SONGWRITERS AND OTHER ENTERTAINERS * IS RESTRAINT GOOD OR BAD FOR HEALTHY BUSINESS? * CONCLUSION ABSTRACT Agreement in restraint of trade is defined as the one in which a party agrees with any other party to restrict his liberty in the present or the future to carry on a specified trade or profession with other persons not parties to the contract without the express permission of the latter party in such a manner as he chooses. In other words “one in which a party agrees with any other party to restrict his liberty in the future to carry on trade with other persons who are not parties to the contract in such a manner as he chooses”. INTRODUCTION This research work deals with an area of law which under classical contract theory brought two principles into direct conflict. On the one hand, classical theory endeavoured to promote ‘freedom of contract’ – it is the parties who determine their obligations...
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... However, athletic directors must always remember their role in protecting the University’s best interests in this contract. Many different clauses in the conflict must be negotiated ranging from reassignment clause, to restrictive covenants (not to compete and non-recruit), as well as rollover clauses. The athletic director must do his best job to maintain the interests of the University in order for them to have their best interests represented and negotiated. Reassignment Clause The purpose of the reassignment clause is to allow an institution the opportunity to remove an...
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...ELEMENTS OF A CONTRACT AND ENFORCEABILITY UNDER COMMON LAW AND UNIVERSAL COMMERCIAL CODE (UCC) Student Name: Michael Shepard Course Name and Number: Business 670: Legal Environment of Business Instructor: Dr. Leah Westerman Submission Date: April 20, 2015 Abstract This article will define the five elements needed to form an enforceable contract under common law and the Uniform Commercial Code (UCC). It will describe which types of contracts come under common law and under UCC. It examines one hypothetical, non-competitive agreement between a Chef and an employer (namely, Fabulous Hotel) in terms of enforceability and whether common law or UCC need to be applied to the specific case. The contract in question requires Chef to not become employed at any other dining establishment in the same metropolitan area for a period of two years after separation of employment with Fabulous Hotel. The article shows under four possible conditions in which the contract may become unenforceable. It concludes with reinforcement of contractual elemental requirements and suggests more appropriate contract formation provisions in serving best interest of both parties under common law and UCC. Five Elements of a Contract The five elements needed to form a viable contract are: offer by one party to another or many, acceptance by the offered party, consideration (usually in the form of remunerative compensation for accepted offer) in exchange for accepted offer, legal capacity...
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...ISSUE: Sheila Thompson consulted an attorney friend, Jonas Sheldon, to give legal advice in California regarding a noncompetition clause. Sheldon, a wills and trusts lawyer in Ohio, reluctantly gave incorrect legal advice to Ms. Thompson. Does this correspondence create an attorney-client relationship and violate the Model Rules of Professional Conduct resulting in legal malpractice? BRIEF ANSWER: Probably yes. The correspondence between Thompson and Sheldon does violate the Model Rules of Professional Conduct. Both parties had established an attorney-client relationship. Sheldon breached his duty of care to Thompson and the proximate cause of damages resulted from Thompson’s reliance on the advice. Thus, Sheldon breached his duty as a legal professional and will likely be held to have committed legal malpractice. FACTS: Jonas Sheldon, a licensed bar member of Ohio, was vacationing in San Diego when he ran into a friend, Sheila Thompson. Thompson, a graphic designer, approached Sheldon seeking legal advice regarding a noncompetition clause that her previous employer imposed upon her. Thompson’s previous employer was attempting to enforce the clause as she started her own company. Upon Sheldon and Thompson’s rendezvous, Thompson pled with Sheldon for legal advice regarding the enforceability of the clause. Although first informing Thompson of his inability to practice law in California, since he was not licensed there, Sheldon agreed to “look into it” for Thompson...
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