Why a business seller might want to propose locking itself up with a non-competition covenant

April 15, 2012

in Non-competition covenants

If you ever sell a business, and New York law applies to the sale contract, then you might want to proactively propose a non-competition covenant for a limited period that you know you can live with — and that expressly allows you to compete after the period has expired. Otherwise, you might find yourself under an implied non-competition covenant that prohibits you in perpetuity from competing with your former company for the business of your former customers. This apparently will be the result in Bessemer Trust Co., N.A. v. Branin, Nos. 08-2462-cv(L) and 08-2677-cv(XAP) (2d Cir. Apr. 5, 2012). For a more-detailed explanation, see a write-up by Paul Freehling at the Trading Secrets blog.

Be the first to comment

Facebook’s new TOS require agreement not to use “book” as a trademark — enforceable?

by D. C. Toedt April 3, 2012

I’ve seen a couple of references recently to Facebook’s revised terms of service, requiring the user to agree not to use Facebook’s trademarks — including, purportedly, the term “book.”[1] (Here’s one such reference, by the Pillsbury law firm.) I wonder who will be the first to challenge that in court — for example, on grounds of failure [...]

More →

Asking for access to an employee’s Facebook page could backfire on you

by D. C. Toedt April 2, 2012

Imagine that you’re interviewing a candidate for a job. Your company’s HR department has recently decreed that you have to check out all candidates’ Facebook pages to see if there’s anything there that might be a problem for the company. You don’t want to demand that the candidate give you her password. That might create [...]

More →

Different copyright terms for different kinds of authorship?

by D. C. Toedt March 28, 2012

O’Reilly Radar blogger Jenn Webb tells us of a trial balloon floated by noted copyright scholar William F. Patry, now senior copyright counsel for Google. Patry wonders whether different types of copyrighted works should have different copyright terms. “Creativity isn’t one size fits all — books aren’t like movies, sculptures are like poems, emails and [...]

More →

Drafting your contract to immunize you from liability even for gross negligence

by D. C. Toedt March 24, 2012

An opinion by the New York Court of Appeals reminds drafters that, under the law of that state, a contract can be structured to absolve a service provider from liability even for its own negligence or gross negligence. The trick, according to the court, is to draft the contract so that: the customer agrees to [...]

More →

← Previous Entries