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There are various circumstances under which an individual can be found in violation of a restrictive covenant. The two most common types of activity that result in litigation are (a) the solicitation of prohibited parties in violation of the time and/or geographical restrictions and (b) the unauthorized dissemination of confidential and proprietary information belonging to the plaintiff employer.

A. Solicitation

Solicitation activities can generally be divided into two categories: direct solicitation and indirect solicitation.

Direct Solicitation

Under a theory of direct solicitation, the employer alleges that the former employee personally solicited business in violation of the covenant not to compete. The employer bears the burden of proof and must submit sufficient evidence to the court showing that the former employee knowingly took action to solicit business from prohibited parties.

Indirect Solicitation

On the other hand, cases involving the theory of indirect solicitation have a plaintiff employer that “support[s] its position that one who is not a party to a non-compete contract can be enjoined from activity prohibited by the contract where the person or entity is operating indirectly for the party to the contract.” Under this scenario, the employer alleges that a former employee induced a third party to engage in activities the employee personally was contractually prohibited from doing, using knowledge or information that the employee acquired during his or her employment with the plaintiff employer.

In order to be successful in an “indirect solicitation” claim, the employer must demonstrate that the actions the nonaffiliated parties evince “conscious disregard” of the non-compete agreement by the former employee. A court may find breach even though the employee did not personally violate its terms but instead used information to induce a third party to perform activities that would otherwise be considered a contractual breach.

Allegations of impermissible solicitation are only valid and successful if the target of the solicitation is actually a prohibited party within the purview of the terms of the non-compete agreement. There are many categories of clients or customers that may or may not be protected, a characteristic that is determined by the nature of the client or customer.

Current and Past Clients

The business sources that an employer seeks to protect with a restrictive covenant are its current and past clients. A restriction limited to the plaintiff’s current and past customers is not overly broad, unreasonable, or unenforceable under the laws of Connecticut. Current clients are easily and readily identifiable, giving courts relatively few issues with determining who falls into this class of clients. On the other hand, past customers can be a bit trickier in the sense that certain companies have very long histories, a sizable client base, extensive geographical presence, and diversified subsidiaries.

Many employers place limitations in their non-compete agreements with regard to who is protected as a “past client.” Common restrictions for defining “past clients” include establishing a period of time the client has been affiliated with the company, as well as specifying that the employee is only prohibited from soliciting those clients that he or she had a professional relationship with and on whose account the employee worked. Such restrictions make the provisions themselves more reasonable, and courts look favorably on limitations that reduce the scope of the restraint on trade and appropriately define the client class.

Potential Clients

A more difficult classification of clients to identify is “potential clients.” This class is much more amorphous and, in theory, every participant in the economy could be a potential client. A restrictive covenant encompassing potential clients creates a virtually limitless prohibition on solicitation for the employee upon termination. Enforceability under this scenario greatly depends on the agreement’s definition of “potential clients.”

Restrictions on potential clients are reasonable and enforceable so long as the clients classified as such are “readily identifiable and narrowly defined.” Therefore, a clause that prohibits the solicitation of potential clients is permissible and enforceable so long as the agreement narrowly and specifically construes this class of clients.

Personal or Private Clients

Companies that engage in service-based industries – professions including but not limited to lawyers, doctors, accountants, financial advisors, hair stylists, and personal trainers – potentially have an additional class of clients to consider when drafting a restrictive covenant and suing for its enforcement. Many professionals in a service-based industry have “personal or private clients” that are not affiliated with their employer but to whom the professional provides services on the side and off the company’s clock.

Even upon executing a non-compete agreement, employees are generally not enjoined from continuing to provide services to personal or private clients. Because these clients did not have an official relationship with the employer, courts have held it would be unfair to include them on lists of prohibited clients. These personal clients are not receiving services from the employee as a result of a business connection to the employer, and as such they fall outside the protections and restrictions enumerated in any restrictive covenants.

B. Use of Confidential/Proprietary Information

The second common activity alleged to constitute breach of a non-compete agreement is the employee’s dissemination of confidential or proprietary information that gives his new employer an economic advantage, thus creating unlawful competition. Former employees cannot “use trade secrets, or other confidential information he [or she] has acquired in the course of his employment [with the plaintiff employer], for his [or her] own benefit or that of a competitor to the detriment of his [or her] former employer.”

To qualify as confidential information or a trade secret in Connecticut, the information must reflect a substantial degree of secrecy. Employers typically seek injunctive relief when the alleged breach of a restrictive covenant takes the form of the misappropriation of confidential information. Legal remedies are inadequate in most, if not all, of these cases because the “loss of trade secrets [and/or confidential information] cannot be measured in money damages…[because a] trade secret, once lost is, of course, lost forever.”

Trade Secrets

Connecticut has developed several statutes pertaining to “trade secrets” and their unlawful misappropriation that clearly contravenes non-compete agreements. A category of confidential information, trade secrets are “the property of the employer and cannot be used by the employee for his own benefit [or the benefit of another].”

Connecticut courts use the term “trade secret” to mean any “formula, pattern, device, or compilation of information which is used in one’s business, and which gives him an opportunity to obtain an advantage over competitors who do not know or use it.” The content of a trade secret must be undisclosed, and courts will not enforce a non-compete agreement to protect knowledge that is generally and widely known in the respective industry or that is publicly disclosed.

What information qualifies as a trade secret?

When determining whether certain information qualifies as a trade secret and entitles the owner to protection under a non-compete agreement, the court examines the following factors:

(a) the extent to which the information is known outside the business,

(b) the extent to which the information is known by employees and others involved in the business,

(c) the extent of measures taken by the company to guard the secrecy of the information,

(d) the value of the information to the company and its competitors,

(e) the amount of effort and money expended by the company in developing the information, and

(f)  the ease or difficulty with which the information could be properly acquired or duplicated by others.

Misappropriating Trade Secrets and Confidential Knowledge

The elements of breach of a restrictive covenant by misappropriating trade secrets and confidential knowledge hinge on the defendant acquiring, disclosing, or using the knowledge via “improper means.” Under Connecticut law, “improper means” includes theft, bribery, misrepresentation, breach or inducement of a breach of duty to maintain secrecy, or espionage through electronic or other means, including but not limited to searching through trash.

Furthermore, Connecticut has a statute of limitations with regard to actions against a party for the misappropriation of trade secrets and confidential knowledge in contravention of a covenant not to compete. Parties are barred from commencing an action beyond three years “from the date the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered.” The statute further states that a continuing misappropriation constitutes a single claim for the purposes of the statute of limitations.

Implied Duty of Non-Disclosure

Connecticut law espouses the principle of an implied duty to not disclose confidential information to other parties, even in the absence of a non-compete agreement. Courts routinely uphold this implied duty related to employment law and the Supreme Court of Connecticut has stated that “even after employment has ceased, a former ‘employee’ remains subject to a duty not to use trade secrets, or other confidential information, which he has acquired in the course of his employment for his own benefit or that of a competitor, to the detriment of his former employer.”

As with most rules, however, there are some limited exceptions. Business-client relationships and corresponding information that predate employment with the employer are not protected by the implied duty not to disclose. “[I]n the absence of a covenant not to compete, an employee who possessed the relevant customer information prior to the former employment is free to use the information in competition with the employer after termination of the employment relationship.”

Retaining Confidential Information

In some cases, the act of merely retaining confidential information can constitute a breach of a non-compete agreement, and the employee need not actually exploit the knowledge for the court to grant injunctive relief. In one such case, TyMetrix, Inc. v. Szymonik, an employee retained physical possession of confidential information, claiming he kept it in order to assist in the litigation with his former employer.

This act, regardless of the employee’s reasons, nonetheless violated the non-compete agreement between the employer and employee . The court specifically held that “whether Szymonik [the former employee of plaintiff employer] has used the information on the DVDs is not, at this point in the proceedings, the relevant consideration. His possession and retention of the DVDs [that contained confidential information] is in violation of the terms of the employment agreement.”

Non-compete agreements often contain a clause regarding non-disclosure of confidential information acquired or to which the employee is exposed during the employment relationship. However, some employee-employer contracts separate these restrictions into two separate agreements.

Historically, Connecticut courts have favored the enforcement of non-disclosure/confidentiality agreements compared to covenants not to compete, since the protection of a company’s proprietary and confidential information is far more clear-cut than granting an injunction that results in the restraint of trade or potential employment. Time and geographical restrictions are not necessary for the enforcement of a non-disclosure agreement, and courts have the discretion to apply the “reasonableness” test or a relaxed version of the test.

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Our employment law firm in Westport Connecticut serves clients with discrimination, non-compete, and general labor law issues from all over the state including the towns of: Bethel, Bridgeport, Brookfield, Danbury, Darien, Easton, Fairfield, Greenwich, Monroe, New Canaan, New Fairfield, Newton, Norwalk, Redding, Ridgefield, Shelton, Sherman, Stamford, Stratford, Trumbull, Weston, Westport, and Wilton. We have the best employment and labor law attorneys in CT on staff that can help with your Connecticut or New York education issues today.

If you have any questions or would like to speak to an employment and labor law attorney about a pressing matter, please don’t hesitate to contact Joseph Maya and the other experienced attorneys at Maya Murphy, P.C. at (203) 221-3100 or JMaya@Mayalaw.com to schedule a free initial consultation.

I. Introduction

Employment is the lifeblood of personal and professional self-esteem and the lifeline by which to support one’s family. Job mobility is more important than ever as our country faces uncertain economic times. Employment is conceptually simple: a business entity requires certain services and hires employees to meet its needs. Often the priorities and concerns of the employer and the employee will diverge.

Both, however, wish to be protected from adverse consequences upon the termination of the employment relationship. The employer seeks protection from a former employee engaging in actions harmful to the company, while the employee wants free rein to secure new employment. Employer protection often takes the form of restrictive covenants, of which “non-competition agreements” are perhaps the best known.

II. Non-Competes as Creatures of Contract

The touchstone of an employer-employee relationship is the employment contract, a document that can take as many forms as there are jobs to fill. They frequently have many of the same sections: identification of the parties, the specific employment position, location, term (if any), duties, compensation, and restrictive covenants.

Restrictive covenants protect the interests of the employer by restricting the activities of an employee upon termination and can take several forms, including “confidentiality clauses,” “non-solicitation clauses,” or “non-competition clauses” a/k/a “covenants not to compete.”

A covenant not to compete is the most common legal vehicle to preclude a former employee from obtaining new employment that would likely cause the company to suffer adverse consequences. While Connecticut law pays lip service to the notion that “every contract, combination, or conspiracy in restraint of any part of trade or commerce is unlawful,” the courts have enforced restrictive covenants as long as they are reasonable in temporal and geographic scope and provide the employer with no more protection than it reasonably requires.

Restrictive Covenants

Restrictive covenants are contractual provisions to which signatory parties agree and intend to be legally bound. Courts have justified their role in enforcing restrictive covenants by enunciating a policy statement that “to permit a party who has voluntarily entered into such an agreement, for a valuable consideration perhaps in large part based on it, to escape the consequences of his acts… smacks of unfairness and savors of an encouragement to dishonesty.”

Courts view it as unconscionable to permit a party to avoid contractual obligations contained in an enforceable agreement that he/she willingly entered into and from which he/she received a sufficient benefit. This policy is based on the idea of “fairness” and is meant to discourage contractual breaches. A crucial factor in a court asserting its power to enforce a restrictive covenant is that the underlying agreement must itself be valid and enforceable.

A. Consideration for the Covenant Not to Compete

An enforceable contract requires the parties to experience a respective benefit or detriment that they would not otherwise receive or suffer in association with the terms and conditions they agree to, a legal concept referred to as “consideration.” This essential element of a contract is defined as “any benefit conferred, or agreed to be conferred, upon the promisor, by any other person, to which the promisor is not lawfully entitled, or any prejudice suffered, or agreed to be suffered, by such person, other than such as he is at the time of consent lawfully bound to suffer, as an inducement to the promisor. . . .”

The employee gives the employer his time, energy and resources in exchange for a variety of benefits, including salary, healthcare, 401(k), severance package, and bonuses. The existence and adequacy of consideration is crucial to the validity of an employment contract: “the doctrine of consideration is fundamental to the law of contracts, the general rule being that in the absence of consideration an executory promise is unenforceable.”

Under Connecticut law, courts may refuse to enforce a restrictive covenant when the contract lacks bargained-for and sufficient benefits or detriments. It is customary (but not necessary) for the ebb and flow of consideration between the parties to be detailed and acknowledged in the employment agreement.

Courts have been open to accepting evidence of an oral agreement to establish the requisite consideration. Affidavits have been used to prove an oral agreement whereby an employee consented to signing a non-compete agreement in exchange for a promotion or other form of benefit associated with his/her employment. Under certain circumstances, oral agreements have been similarly upheld.

(i) At Will Employment

A more complex sub-issue with respect to consideration is determining what is “adequate” in order to validate and render an employment agreement enforceable. Under Connecticut law, the standard differs depending on whether or not the employee is classified as an “at-will employee.” This classification has distinct attributes with regard to the adequacy of consideration and will be scrutinized by the courts.

The state of Connecticut adheres to the “At-Will Employment Doctrine.” “[I]n Connecticut, an employer and employee have an at-will employment relationship in the absence of a contract to the contrary,” that “grants parties the right to terminate the relationship for any reason, or no reason, at any time without fear of legal liability.” At-will employment is the default employment relationship unless the parties contractually declare otherwise.

Permanent employment is classified as an “indefinite general hiring” where either party may terminate the employment relationship without liability to the other when there is not a contract specifying consideration for the services to be rendered in conjunction with employment. This At-Will Employment Doctrine is subject to certain limitations and restrictions under Connecticut law as further informed by public policy. Courts may recognize and grant an exception to the doctrine when a termination is otherwise a clear violation of public policy.

(ii) Other than “At Will” Employment

The bar is set considerably higher for employers that provide employees with a contract of employment and the courts are more demanding in what they will deem “adequate consideration” to bind the parties to the employment and non-compete agreement.

If the non-compete agreement or the employment contract containing a restrictive covenant is executed prior to the employee commencing work, there is a prima facie case for adequate consideration flowing from the clauses stipulating the employee’s compensation and other employment-related benefits. There is an issue, however, when the parties execute a non-compete agreement after employment has begun and the employer brings an action to enforce the non-compete provision.

In Connecticut, for other than at-will employees, continued employment alone is insufficient consideration and there must be a new and adequate defined benefit to make the non-compete agreement binding. The courts require that the employer confer a new/enhanced benefit upon the employee in order to induce him to additionally covenant post-employment to abstain from certain activities.

It is a well-settled facet of Connecticut employment law that with respect to other than “at will” employees, “continued employment is not [adequate] consideration for a covenant not to compete entered into after the beginning of the employment.”

(iii) Past Consideration

As a corollary, consideration offered when executing one contract cannot be carried forward and applied to subsequent contracts so as to render both contracts valid and enforceable. Past consideration is for the same reason inadequate to support a restrictive covenant sought to be imposed after employment begins or to support the imposition of a new contractual obligation on an employee after the commencement of work pursuant to an employment agreement. A court may decline enforcement of a restrictive covenant against a non-”at-will” employee when the only consideration was continued employment by the plaintiff employer.

Adequate Consideration

The situation is different when an employee is classified as “at-will” with the bar set much lower for a court to find “adequate consideration”. Connecticut has historically accepted continued employment as adequate consideration for the imposition of new obligations under a restrictive covenant after employment has begun. This principle applies to both state and federal courts located in the state of Connecticut, as the federal court has specifically acknowledged that “Connecticut recognizes that continued employment is adequate consideration to support non-compete covenants with at-will employees.”

The policy underlying the different treatment of “at-will” employees is based upon the fundamental nature of “at-will” employment. Under this employment relationship, the employer at any time it sees fit has the right to terminate the employee for any reason, or no reason at all.

The prospect of continued employment as consideration for a non-compete is viewed as a new bargaining event where new benefits are offered and conferred upon the parties. The employer receives services and benefits associated with the restrictive covenant while the employee receives continued employment, a benefit he is not otherwise entitled to under the existing employment relationship. As a practical matter, however, all the employee receives is the employer foregoing its right for yet another day to fire the employee for good cause, bad cause, or no cause at all.

B. Signatures

A second issue that can affect a non-compete’s enforceability is absence of the signatures of the parties. Several issues can arise when a contract is not signed by both parties at the same time, when one party fails to sign altogether, or when a party questions in good faith whether he signed the agreement at all. The employer and the employee must sign the non-compete agreement to make it legally binding when the agreement is clearly a bilateral contract.

A purported written agreement can be rendered unenforceable if one party fails to sign. Agreements stipulating that the signatures of both parties are necessary do not become legally binding until both of the parties have actually affixed their signatures to the document.

Parties have occasionally argued that they “intended to sign” the agreement, but this position has been rejected and courts have held that “intent to sign” is not a substitute for an actual signature. A separate issue arises when both parties apparently sign the restrictive covenant but one of them cannot recall if they actually did so and for that reason questions the enforceability of the agreement. Where a party disputes or cannot recall signing, the courts have accepted testimony from handwriting experts to ascertain the validity of the signatures on the non-compete agreement.

C. The Need for a “Meeting of the Minds”

There must be in fact a meeting of the minds with regard to the contractual terms and conditions in order to create an enforceable agreement between the parties. Courts have held that “in order to form a binding and enforceable contract, there must exist an offer and an acceptance based on a mutual understanding by the parties…The mutual understanding must manifest itself by a mutual assent between parties.”

This requirement means that “it is not the subjective meeting of the minds, but the objective manifestation of mutual assent, that is essential to the making of a contract.” The parties are presumed to have had a “meeting of the minds” in the opinion of the court when the language in the contract is clear and unambiguous in articulating the contractual clauses.

A party may challenge the agreement and argue that it is invalid and unenforceable because of ambiguous language that fails to demonstrate the requisite meeting of the minds. Courts, however, are reluctant to invalidate a non-compete agreement based upon one party’s subjective interpretation of the contractual language.

The courts “will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity” and have further stated that “any ambiguity in a contract must emanate from the language used in the contract rather than from one party’s subjective perception of the terms.” Words and phrases in contracts are given their ordinary, plain meaning and courts will not construe their meaning to favor one party’s interpretation over the other.

Invalidating a Restrictive Covenant

There may be cause to invalidate a restrictive covenant, however, when its provisions transcend mere ambiguity and call into question such essential contractual elements as the identification of parties, dates, and terms. Where multiple versions of an agreement exist and they contain material discrepancies, courts are inclined to conclude that there is insufficient evidence to support even a “probable cause finding of a bona fide agreement. . . .”

Parties have sometimes tried to assert that a particular restrictive covenant is invalid and unenforceable because the party failed to completely and/or thoroughly read the document before signing. This is not a valid defense and courts have consistently held that “the failure to read a contract before signing it in no way diminishes its binding force.”

A party, absent proof of accident, fraud, mistake, or unfair dealing, cannot escape contractual obligations by asserting that he failed to read the provisions contained in the contract he signed and entered into with the other party. Simply put, failure to read a contract does not in any way diminish the enforceability of its respective contractual obligations as allocated to the parties.

D. Mootness

Close attention must be paid to the period of time specified in the non-compete agreement as this will likely determine the applicable period of enforcement for the agreement’s provisions. Courts can only enforce the provisions of a non-compete agreement in accordance with its contractually agreed upon temporal limit. Various states approach this issue differently and have established divergent policies regarding whether to extend the duration of a non-compete agreement in order to provide a remedy for a contractual breach.

Some jurisdictions, following a Florida Supreme Court decision, have permitted courts to exercise “broad equitable power to extend even an expired restrictive covenant as a remedy for breach.” Connecticut courts have thus far refused to apply this expansive standard to extend a restrictive covenant’s duration when applying Connecticut law.

Connecticut state law renders moot a request for enforcement of a non-compete upon the expiration of the time limitation specified in the agreement. It should be noted, however, that some non-compete provisions by their terms extend the operative period for the same amount of time as an employee has been shown to be in breach.

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Our employment law firm in Westport Connecticut serves clients with discrimination, non-compete, and general labor law issues from all over the state including the towns of: Bethel, Bridgeport, Brookfield, Danbury, Darien, Easton, Fairfield, Greenwich, Monroe, New Canaan, New Fairfield, Newton, Norwalk, Redding, Ridgefield, Shelton, Sherman, Stamford, Stratford, Trumbull, Weston, Westport, and Wilton. We have the best employment and labor law attorneys in CT on staff that can help with your Connecticut or New York education issues today.

If you have any questions or would like to speak to an employment and labor law attorney about a pressing matter, please don’t hesitate to contact Joseph Maya, or the other experienced attorneys at Maya Law today at (203) 221-3100 or by email at JMaya@mayalaw.com.

The trip-wire for the enforcement of a restrictive covenant is a breach by a former employee of contractual provisions contained in the agreement. An employer is entitled to relief if a former employee is engaging or threatening to engage, in activities expressly prohibited by a non-compete agreement, that would cause harm to the employer. A former employee’s violation of a non-compete agreement constitutes a breach and “dictate[s] that the plaintiff is entitled to enforce the agreement.”

An employer may also be entitled to relief where the former employee has not yet breached the agreement but is threatening to do so. Under these circumstances, the former employer may be entitled to injunctive relief from the court restraining any breach irrespective of the potential damage.

Injunctive Relief

For an employer to obtain an injunction against a former employee seeking the enforcement of the non-compete agreement, it must demonstrate both breach and incurred or imminent irreparable harm. Breach alone is insufficient to warrant the issuance of an injunction and the courts have held that “a party seeking a temporary injunction must first establish irreparable harm.”

The Supreme Court of the United States has rarely commented on the subject of non-competes but in Doran v. Salem Inn, Inc., the court reiterated the traditional standard for granting injunctive relief, stating that it “requires the plaintiff to show that in the absence of its issuance he will suffer irreparable injury and also that he is likely to prevail on the merits.” Thus, a successful plaintiff must show that it has incurred or is likely to incur irreparable harm from the actual or proposed activities of a former employee constituting a contractual breach.

When determining whether a party has violated the terms of a non-compete agreement courts are sometimes faced with very peculiar circumstances that necessitate further legal analysis. Such situations include those where a party’s actions hover between the permissible and impermissible, questions regarding the similarities between old and new employment, and the permissibility of working for a former client upon termination from the plaintiff employer.

Questions of Degree

Two typical situations that require the court to determine what constitutes prohibited conduct and therefore a breach of a non-compete agreement are (a) defining the parameters of “competing business activity” and (b) discerning the permissible engagement within the restricted geographical area. Some defendants assert the defense that they were merely “marketing” and that this does not amount to a “competing business activity” that would violate a restrictive covenant.

Marketing is in fact a “competing business activity” in violation of non-compete agreements and marketing includes not only the actual sale of products or services, but also any efforts to promote and effectuate a sale of those products or services. Furthermore, the courts have stated that activities that are not competitive on their face may in fact be competitive and therefore constitute a breach of a non-compete agreement if they produce a competing activity.

A second issue is addressing a party’s actions when he engages in activities within the prohibited geographic area, even though the new employer’s place of business does not, itself, violate the terms of the agreement. Courts have consistently held that this situation involves competing business activities and breach of the restrictive covenant.

The specific location of new employment may not violate a non-compete agreement but conducting business operations and acting in furtherance of the new employment within the prohibited area does constitute a breach. Contracts that restrict employment activities focus on competing activities of former employees rather than the particular location of the employee’s new office.

Employment Similarities

Whether, or to what extent, prior and current employment is similar may also impact a court’s determination of whether a breach occurred. Employment, even with a direct competitor, will not create a breach of a non-compete agreement if the details of the case demonstrate starkly contrasting differences between the old and new positions.

A plaintiff employer has the burden of proving that it is likely to succeed on the merits of the case and that the former employee will render “similar services” to the new employer and thereby facilitate unfair economic activities. In order to receive injunctive relief from the court, the plaintiff must submit evidence demonstrating the occupational similarities and how the new employment has or is likely to result in a breach of a non-compete agreement.

Former Clients

A further bone of contention is whether covenants not to compete prohibit an employee from working for a former client that had a relationship with his or her prior employer. Courts have rejected the theory that the prohibition on competing business activities extends to former clients and have concluded that employers are not thereby entitled to enforcement of a non-compete agreement.

Injunctive relief for breach of a non-compete agreement is designed to prevent a former employee from working for a competing company rather than a former client. Connecticut courts will deny injunctive relief when “such relief appears to be more logically directed to an employee engaged in a competing business than to an employee accepting employment not with a competing business, but a former client.” The general rule in Connecticut is that working for a former client, unless specifically prohibited in the non-compete agreement, does not create a breach of the contract.

The Parol Evidence Rule

A final principle of contract law that applies to the enforcement of covenants not to compete is the application of the Parol Evidence Rule, a rule that may prohibit the use of evidence outside the four corners of the non-compete contract concerning matters included within the finalized document. The Parol Evidence Rule essentially prohibits the use of evidence not contained in a finalized agreement that vary or contradict the terms of the contract.

When litigating a case regarding the enforcement of a non-compete agreement, in most cases, parties may not present collateral evidence (written articles, oral representations, etc.) that contradict the finalized written restrictive covenant. A finalized restrictive covenant document will cause most courts to refuse admission of conflicting evidence and to admit some supplemental evidence only to clarify ambiguous provisions of the contract. The courts will consider a contract as the “final agreement” when “there is no evidence to contradict a finding that the parties intended the writing to be the final expression of the parties.”

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Our employment law firm in Westport Connecticut serves clients with discrimination, non-compete, and general labor law issues from all over the state including the towns of: Bethel, Bridgeport, Brookfield, Danbury, Darien, Easton, Fairfield, Greenwich, Monroe, New Canaan, New Fairfield, Newton, Norwalk, Redding, Ridgefield, Shelton, Sherman, Stamford, Stratford, Trumbull, Weston, Westport, and Wilton. We have the best employment and labor law attorneys in CT on staff that can help with your Connecticut or New York education issues today.

If you have any questions or would like to speak to an employment and labor law attorney about a pressing matter, please don’t hesitate to call our office at (203) 221-3100. We offer free consultations to all new clients.