Contract Law : A Matter Of State Law

Partnering with a competitor is becoming more and more common in today 's integrated, technology-based environment. This type of collaboration with a competitor is uniquely described as:

Contract law has set out to provide a healthy trade environment. Contracts are promises enforced by the law, with the support of something of value that has a legal purpose. It is an agreement between parties, formed by the elements: offer and acceptance, with all parties having the capacity to perform obligations enforceable by law. There are instances where the enforcement of a contract would bring about gains or losses to society and commerce.

1) Patty owned Patty’s Cakes in Jacksonville, Florida. She sold her business to Fruity’s, Inc. a national pastry company. There was a non-compete agreement in the contract for the sale of her business. In the non-compete, Patty agreed not to work in any capacity in the food industry for 10 years on the entire east coast. A court would likely determine that the non-compete agreement

The United States District Court for the Western District of Michigan held that Whirlpool’s non-compete provision “extends far beyond Whirlpools’s “reasonable competitive business interests.””Whirlpool Corp v. Burns, 457 F. Supp. 2d 806 (W.D. Mich. 2006) Whirlpool did not shown that its claim is enforceable, as it pertains to Burns. Id. The court reasoned this way because there was no evidence that “Burns has disclosed or is likely to disclose any information subject to the confidentiality provision.” Id. Additionally, there is no evidence that the salesman had obtained credible information that would help his employment at Electrolux. Id. Whirlpool had not shown that it faced a real threat of “irreparable harm if not granted injunction.” Id. However Burns could be substantially harmed because he would not be able to find employment using the general knowledge he gained in the past years in home appliances, potentially causing him financial burden. Id. Therefore the court found enforcement of the non-compete covenant unreasonable.

In Passalacqua, the appeal court held that the appellee could not have provided specialized training to the appellants because based on the appellant’s testimony; their training came from reviewing a manual, and a day of “on the job” training. Passalacqua v. Naviant, Inc., 844 So. 2d 792 (Fla. Dist. Ct. App. 2003). In this case, the appellants quit three weeks after signing the non-compete agreement and started their own business; their former employer sought injunctive relief on the basis that they had legitimate business interests to protect, one being specialized training about the customer database. Id. at 793. The court favored the appellant’s testimony showing that that the appellee’s did not provide specialized training; therefore, they ruled that the non-compete agreement could not be enforced on the appellants. Id. at 794.

Massachusetts courts have enforced non-compete contractual agreements where necessary to protect trade secrets, confidential data, or the employer’s good will. In doing so, the courts balance the reasonable needs of the former employer against concern for the right of the employee to earn a living. They also take into consideration the public’s interest in not enforcing these agreements if they interfere with ordinary, healthy competition.

In this assignment I will be giving advice to Rick’s girlfriend on whether she has a legal right to return the laptop that Rick bought for her. I will be analysing whether a valid contract was formed and who it was formed with.

Over time, most technology firms have sought to bar their employees from either setting up competing businesses or joining competitors within a specified period of time. This they do by ensuring that employees agree to a non-compete arrangement that usually constitutes part of the employment agreement. Microsoft Corporation is one of the many technology companies that have a non-compete clause. Under this particular non-competition clause, employees must not accept any employment opportunity in a company deemed to be in direct competition with Microsoft when they are either working at Microsoft or within one year of severing ties with Microsoft.

Hospitals place noncompetitive clause contracts to limited physician from his/her ability for a competitor. It seem that a noncompetitive clauses is a contracts that prohibit one’s from changing employer. “According Becker’s Hospital Review, it stated that the six trends to non-compete agreements among healthcare providers are; When employing physicians, hospitals are tolerating potentially less restrictive covenants, accountable care organizations will give rise to unorthodox terms of employment that resemble legal covenants, but are not, more hospitals are finding themselves on the receiving ends of tortious interference claims, systems are raising the bar for liquidated damages clauses. Sophisticated physical practices are ramping up their scrutiny and used of non-compete agreements, and oversight from the Federal Trade Commission is not of the questions (Gamble, M.).” I believe the noncompetitive clause contracts prevent physicians from being avaricious and infringement to

No. For cases regarding the enforceability of covenants not to compete, the courts look at geographic and time factors to determine reasonableness and enforceability. When one area of the covenant not to compete is found to be unreasonable, the entire covenant not to compete is unenforceable. See Quality for example . In evaluating whether the geographical restrictions in a covenant not to compete are overly broad, Arkansas courts consider the following factors: (1) trade area of the employer; (2) employee’s ability to work elsewhere; (3) if its restriction affects the public interest and (4) the clarity of the restriction. When evaluating whether the time restrictions in a covenant not to compete are reasonable, the Arkansas court considers factors such as: (1) impact on ability to make a living; (2) time anticipated for training of new employees; (3) information becoming antiquated and 4) potential money loss of the company. The most relevant factors to be evaluated are trade area; ability to find work; ability to make a living and time

Non-compete clauses are popular in highly competitive industries, such as fashion design or new technology. As Jessica Hullinger described in Fast Company, Sandra Contipelli is a woman who started her own denim company and required her designer to sign a non-compete agreement. However, Contipelli also signed one for solidarities’ sake and to her dismay found herself constrained by it when her company sold. She was unable to do business in her industry for five years.

No compete clauses are not pervasive in public or private industry but they often exist in situations and with people where trade secrets and other sensitive information is potentially at risk. Employers do so to protect themselves but many states and territories around the world either highly restrict them or outright ban them from even being implemented due to it ostensibly being unfair or punitive to the employee. The author of this paper is asked to focus on a fictional situation involving a non-compete clause and is asked to answer several different questions. The elements of a non-compete clause that must be present are to be explained as well as a number of related concepts including offer, acceptance, capacity and so on. The author is asked whether common law or UCC applies to non-compete agreements and what part(s) of the agreement would make the aforementioned fictitious agreement unenforceable.

Operating a business can be challenging, especially when managing employees, but an attorney can help design and implement noncompete agreements to protect your company. Unfortunately, you may not realize the different options in regards to these legal agreements. With this guide, you will understand the different types of noncompetes and learn how they can protect your business.

Introduction: In this assignment I will go over a few legal terms in relation to contract law. I will also talk about a few precedents that help explain the law.

A contract, simply and popularly defined, is an agreement voluntarily entered into by two or more parties who have the intention to create legal relations. It can be said that one of the fundamental aims of the law of contract is to provide a fair framework within which the parties are free to contract. Lord Steyn has, extra-judicially, raised this point: