Posts tagged with "terminated"

Connecticut & Missouri Laws Apply the Same Tests to Determine the Enforceability of Non-Compete Agreements

H & R Block Eastern Tax Services, Inc. v. Brooks, 2000 U.S. Dist. LEXIS 19369
The Employment Agreement

Mr. Donald Brooks worked for H & R Block Eastern Tax Services, Inc. as an Accounting Service Manager from December 30, 1996, when he sold his business assets to H & R Block until the company terminated his employment on May 31, 2000.  The closing of the Asset Purchase Agreement was contingent on the execution of an employment agreement.

Under the agreement, H & R Block employed Mr. Brooks on a year-to-year basis but had the authority to terminate him at any time without notice.  The employment agreement contained a covenant not to compete that prohibited Mr. Brooks for two years after termination from soliciting H & R Block’s clients and offering competing business services within a twenty-five mile radius of the company’s offices in the sales district where he worked.  The non-compete agreement also stated that Missouri law would govern the contract and any legal disputes.

Mr. Brook’s termination became effective on May 31, 2000 and he began providing accounting/tax services to former H & R Block clients.  The company sued him for breach of the covenant not to compete and requested that the court enforce the provisions of the agreement.  He claimed that the covenant was unenforceable and therefore his actions did not constitute a breach that entitled the company to any type of relief.  The federal district court found in favor of H & R Block and granted the company’s request for injunctive relief by enforcing the non-compete agreement executed by the parties at the beginning of Mr. Brooks’s employment.

The Court’s Analysis

In its legal analysis, the court evaluated whether to apply the choice of law provision and examined the reasonableness of the agreement.  The covenant designated Missouri law as the choice of law because that was the location of the company’s corporate headquarters.  The agreement stipulated that Missouri law would apply to disputes except when Missouri had no connection to the contract or when its law contradicted public policy of a state with a materially greater interest in the issue.  The court concluded that Missouri had similar laws and public policy with regard to contract, employment, and non-compete principles.

Both states (Connecticut and Missouri) enforce covenants that “impose reasonable restrictions” in order to safeguard the “protectable interests” of a former employer.  Furthermore, both states stress that enforcement of a restrictive covenant must balance the need to protect the employer from unfair competition without unnecessarily restricting the employee’s ability to secure future employment.  The court approved the use of Missouri law due to its similarities with Connecticut state law and the application of very similar tests to ascertain an agreement’s enforceability.

The Agreement’s Restrictions

Next, the court analyzed whether the provisions in the agreement were reasonable limitations and did not excessively restrict Mr. Brooks’s ability to pursue his occupation following his termination from H & R Block.  The court found that the restrictions were temporary and spatially limited.  The agreement specifically prohibited “soliciting, diverting, or taking” business away from H & R Block and the restrictions inserted into the employment contract reflect this objective.

The language and provisions of the covenant restricted competing activities in the Greater Hartford Area but left Mr. Brooks free to practice in the majority of the state of Connecticut and the rest of the country.  These restrictions thus protected H & R Block’s legitimate business interests and did not create excessive hardships for Mr. Brooks.  The court found that the covenant not to compete was enforceable under the laws of both Missouri and Connecticut.

 

The lawyers at Maya Murphy, P.C., are experienced and knowledgeable employment and corporate law practitioners and assist clients in New York, Bridgeport, Darien, Fairfield, Greenwich, New Canaan, Norwalk, Stamford, Westport, and elsewhere in Fairfield County.  If you have any questions relating to your non-compete agreement or would like to discuss any element of your employment agreement, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.

Defining “Marketing” in Connecticut Non-Compete Agreements

Express Scripts, Inc. v. Sirowich, 2002 Conn. Super. LEXIS 3444
Case Background

Ms. Patricia Sirowich worked as a broker at Express Scripts, Inc. (ESI) offering pharmacy benefit management products and services to employers, unions, and third-party administrators.  ESI had Ms. Sirowich sign a contract in connection with her employment with the company wherein she agreed to a restrictive covenant.  The March 1, 1990 document contained a non-compete agreement that prohibited her from marketing services similar to ESI’s for a competitor for two years to any ESI client in New England (defined as Maine, Vermont, New Hampshire, New York, Connecticut, Massachusetts, and Rhode Island).

Ms. Sirowich voluntarily terminated her employment with ESI on December 31, 2000 and started her own company, Pharmacy Benefit Intermediary (PBIrx).  In response to her actions at her new company, ESI alleged that Ms. Sirowich “marketed competitive products and services to its clients in violation of the parties’ non-competition agreement”.  In particular, ESI alleged that Ms. Sirowich marketed products to Diversified Group Brokerage and Group insurance, two of its clients.

The Court’s Decision

ESI sued Ms. Sirowich for breach of the non-compete agreement and sought to enjoin further violations through December 31, 2002.  Ms. Sirowich claimed that she had not violated the covenant because her activities were not marketing, but merely introducing clients to National Medical Health Card (NMHC), a direct competitor of ESI.  She claimed that she did not do any presentation or consummate the sale between the parties.  The court however rejected Ms. Sirowich’s defenses and held that she had indeed violated the covenant by marketing similar products as ESI, triggering the lawful enforcement of the agreement.

“Marketing”, according to the court, included not only the actual sale of products/services but also any efforts to promote and effectuate a sale of products/services.  Facilitating a deal through arranging a meeting between prospective parties amounted to “marketing” as prohibited in the non-compete agreement.  The court held that “the entire thrust of the defendant’s [Sirowich’s] efforts was the replacement of pharmacy benefit management services and products of the plaintiff [ESI] with those of its competitor [NMHC]”.

The general purpose of a non-compete agreement is to prevent former employees from using privileged information and favored relationships with clients acquired during their time as an employee of the company to the disadvantage of the company upon termination.  This case is a prime example of legitimate reasons for the enforcement of the agreement in order to safeguard the operations of the employer from the detrimental actions of a former employee.

 

If you have any questions relating to your non-compete agreement or would to discuss any element of your employment agreement, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.

Non-Compete Agreement Restrictions in Connecticut Funeral Services Industry

Sagarino v. SCI State Funeral Services, Inc., 2000 Conn. Super. LEXIS 1384
Case Background

Mr. Robert Sagarino’s mother sold the entire amount of stock in Donald D. Sagarino Funeral Home, Inc. to SCI Connecticut Funeral Services, Inc. for $700,000 and an additional $375,000 for the real estate where the business was located. SCI purchased the company with the condition that Mr. Sagarino and other employees execute a five-year employment contract and a fifteen-year non-compete agreement.  Mr. Sagarino signed his agreement on June 15, 1999, wherein he agreed not to operate or work for a funeral home service company for fifteen years within a thirty-mile radius of SCI’s newly acquired Donald D. Sagarino Funeral Home.  As consideration for the restrictive covenant, SCI agreed to pay Mr. Sagarino a total of $65,000 in one hundred twenty installments of $541.67.

Mr. Sagarino was terminated however on July 29, 1999 when he admitted to consuming alcohol while on the job.  In early 2000, Mr. Sagarino opened C.R. Sagarino Funeral Home approximately two miles from SCI’s funeral home.  SCI alleged that he advertised and sought clients from the same community that Douglas D. Sagarino had traditionally served and sued him to prevent further violations of the non-compete agreement executed in connection with the acquisition of Douglas D. Sagarino Funeral Home.

The Defense

Mr. Sagarino however presented a defense that the non-compete agreement was unreasonable and its terms were therefore unenforceable.  The party that challenges the enforceability of a contract ultimately bears the burden of proving to the court that it is unreasonable and unenforceable.  The court found in favor of SCI however, concluding that Mr. Sagarino had indeed breached a valid restrictive covenant and that SCI had successfully shown it suffered irreparable harm from the contractual breach.  A major component of the court’s decision was that the parties executed the agreement at the time of the sale of a business, creating a situation where it added great value to the business.

The Court’s Decision

The court held that the restrictions in the non-compete agreement were adequate to protect the good will purchased by SCI in its acquisition of Donald D. Sagarino Funeral Home and not unreasonable so as to severely disadvantage Mr. Sagarino upon his termination with the company.  The fifteen-year duration was reasonable provided the nature of the funeral services industry.  The customer return frequency in the industry is typically nine years, a timeframe that makes the fifteen-year duration a reasonable restriction for a non-compete between the parties.  The court also held that the thirty-mile geographical restriction was reasonable in light of the funeral services industry and its business trends.

The necessity of a non-compete in this case emanates from the funeral home name having a strong reputation in the local Italian-American community to which it catered its services.  Business in the funeral home industry is highly dependent upon personal relationships and the family name connected with the business operations.  The vast majority of clients are return customers or referrals from previous clients.  The thirty-mile restriction in the non-compete covers the area where Donald D. Sagarino Funeral Home’s clients have historically been located.  The court once again referenced the nature and business trends of the funeral services industry to conclude that the thirty-mile restriction was both reasonable and enforceable.

If you have any questions relating to your non-compete agreement or would like to discuss any element of your employment agreement, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.

Court Enforces Non-Compete Agreement for Niche Water Purification Company

KX Industries, L.P. v. Saaski, 1997 Conn. Super. LEXIS 2444
Case Background

Mr. Bruce Saaski worked for KX Industries, L.P., a manufacturer and distributor of solid carbon block water filters, from December 1993 to April 24, 1996, as the company’s Technical Support Manager.  His employment contract with KXI contained several restrictive covenants that prohibited him from using or disclosing confidential and proprietary information without the prior written consent of KXI, maintaining personal copies of the company’s confidential information, or working for an industry competitor.  The “industry competitor” restriction applied for one year after Mr. Saaski’s termination but the covenants pertaining to KXI’s confidential information were indefinite.

Mr. Saaski terminated his employment with KXI and began to work at Water Safety, a direct competitor, shortly thereafter.  Additionally, he failed to return copies of confidential information to KXI’s management upon his termination.  KXI sued Ms. Saaski for violation of the non-compete agreement he signed as part of his employment contract and sought a court injunction to enforce its provisions.  Ms. Saaski presented several arguments to the court as to why the agreement was not valid or enforceable.

The court rejected his assertions however and found in favor of KXI, granting their request for enforcement of the non-compete and confidentiality covenants. Mr. Saaski attacked the non-compete on the basis that its lacked consideration, arguing that there existed a prior employment agreement obligating KXI to employ him for a two-year period.

The Court’s Decision

The court held that Mr. Saaski did not present adequate evidence to prove the existence of a prior employment agreement and pointed to the language of the December 1993 agreement to show that Mr. Saaski gave consideration for the agreement when he agreed to the restrictive covenants contained therein. Furthermore, Mr. Saaski contended that the restrictions were unreasonable because they were overly broad in scope, specifically referring to the prohibition on working for a company “similar to” or in “competition with” KXI.

To determine if this language was in fact overly broad the court heard testimony from KXI’s Chief Executive Officer where he stated that there were only four competitors that the non-compete applied to: Honeywell, Culligan, Multipure, and Water Safety, Mr. Saaski’s new employer.  The court found this to be restricted in scope and not overly broad to disproportionately favor KXI’s interests.  The restriction applied only to a small section of the water purification industry and KXI’s CEO provided a plethora of companies that Mr. Saaski could work for without violating the non-compete agreement.

The court found the overall non-compete and confidentiality covenants to be reasonable and concluded that they did not place excessive restriction on Mr. Saaski’s ability to pursue his occupation and earn a living.  Accordingly, the court found in favor of KXI and enforced the provisions of the non-compete agreement.

 

The lawyers at Maya Murphy, P.C., are experienced and knowledgeable employment and corporate law practitioners and assist clients in New York, Bridgeport, Darien, Fairfield, Greenwich, New Canaan, Norwalk, Stamford, Westport, and elsewhere in Fairfield County.  If you have any questions relating to your non-compete agreement or would like to discuss any element of your employment agreement, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.

Enforcing a Non-Compete Agreement in the Connecticut Insurance Industry

Grayling Associates, Inc. v. Villota, 2004 Conn. Super. LEXIS 1859
Case Background

Grayling Associates, Inc., an executive recruiting agency for large national insurance companies, employed Mr. Albert Villota from October 2002 to April 8, 2004.  The parties executed a non compete agreement at the start of Mr. Villota’s employment that prohibited him from working at a competing firm within a one hundred mile radius of Grayling’s Connecticut office for a period of two years after his termination.

He began to work at a direct competitor, Park Avenue Group, Inc. (PAG), after he voluntarily terminated his employment with Grayling.  The company sued Mr. Villota in Connecticut state court and sought the enforcement of the provisions contained in the non-compete agreement.

The Court’s Decision

The court found in favor of Grayling and granted the company’s request for injunctive relief.  It enjoined Ms. Villota from working at PAG or other companies in competition with Grayling until April 8, 2006, the end of the two-year period as stipulated in the non-compete agreement.  The court went on to confirm that the time and geographical restrictions in the agreement were reasonable so that they properly balanced the interests of the parties.

The major point of contention in the case focused on the one hundred mile radius restriction.  Grayling was based in Hartford, referred to by many in the business world as the “insurance capital of the world” and as such, the nature of its services was very dependent on its location and proximity to the city.

Many of the nation’s most prominent insurance firms have their headquarters in Hartford and Mr. Villota’s actions within the vicinity of the city could negatively affect Grayling’s business interests and operations.  Grayling noted that the non-compete agreement allowed for the application of the “blue pencil rule” that would allow the court to modify the terms of the geographical restriction.  The court held that the restriction was enforceable as stated in the agreement and enforced the one hundred mile radius provision to protect Grayling’s legitimate interests.

The lawyers at Maya Murphy, P.C., are experienced and knowledgeable employment and corporate law practitioners and assist clients in New York, Bridgeport, Darien, Fairfield, Greenwich, New Canaan, Norwalk, Stamford, Westport, and elsewhere in Fairfield County.  If you have any questions relating to your non-compete agreement or would like to discuss any element of your employment agreement, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.

Retrial on Charges at Heart of Jury Deadlock Did Not Violate Double Jeopardy

In a criminal law matter, the Appellate Court of Connecticut rejected a petitioner’s post-conviction claim of double jeopardy, holding that he was subject to a continuing prosecution, not successive prosecutions.

In this case, the petitioner was charged with five counts of risk of injury to a minor child, as well as one count for each of the following: reckless endangerment, criminal possession of a firearm, carrying a pistol without a permit, attempted assault, attempted murder, and possession of narcotics. He was acquitted of attempted murder and convicted of narcotics possession, but the jury deadlocked on the remaining charges. The judge declared a mistrial, and the petitioner was sentenced to five years’ incarceration. The prosecution subsequently charged the petitioner with the same charges on which the jury had hung. Though he was acquitted of attempted assault, he was convicted on the other charges. The petitioner was sentenced to fifteen years’ incarceration, consecutive to his previous sentence, along with eight years’ special probation.

The petitioner engaged in a series of appeals, during which he argued, in part, that the two trials amounted to successive prosecutions in violation of the Fifth Amendment prohibition against double jeopardy. He claimed that controlling precedent “applied to bar the state from prosecuting him in a second trial for the charges on which the jury could not come to a unanimous verdict in the first trial.”

The Fifth Amendment of the U.S. Constitution states, “No person shall… be subject for the same offense to be twice put in jeopardy of life or limb,” a principle referred to as double jeopardy. To determine whether two offenses charged instead constitute a single offense, courts must determine “whether each provision requires proof of a fact which the other does not.” This so-called Blockburger test applies “not only to charges brought in a single prosecution but to charges in successive prosecution cases as well.” However, the U.S. Supreme Court has held, “[A] trial court’s declaration of a mistrial following a hung jury is not an event that terminates the original jeopardy to which [the defendant] was subjected.” As the Court elaborated:

The double-jeopardy provision of the Fifth Amendment… does not mean that every time the defendant is put to trial before a competent tribunal he is entitled to go free if the trial fails to end in a final judgment. Such a rule would create an insuperable obstacle to the administration of justice in many cases in which there is no semblance of the type of oppressive practices at which the double-jeopardy prohibition is aimed.

Richardson v. United States, 468 U.S. 317 (1984). Rather, the Court noted the possible occurrence of unforeseeable circumstances, such as a hung jury, and denying the State the power to retry a defendant under such a scenario would frustrate the protective purpose of our laws.

With these principles in mind, in this case the Appellate Court of Connecticut held that “the state’s retrial of the petitioner on charges that deadlocked the jury” did not violate double jeopardy. As the Court explained, “the declaration of a mistrial due to the jury’s failure to agree on the remaining charges was not an event that terminated jeopardy as to those charges.” Therefore, the judgment was affirmed.

Should you have any questions regarding criminal defense, please do not hesitate to contact Attorney Joseph C. Maya in the firm’s Westport office in Fairfield County at 203-221-3100 or at JMaya@Mayalaw.com.

Written by Lindsay E. Raber, Esq.

Connecticut Non-Compete Prohibits Client Solicitation in Investment Services Industry

In Robert J. Reby & Co. v. Byrne, 2006 Conn. Super. LEXIS 2115, Mr. Patrick Byrne worked at Robert J. Reby & Co., a financial firm in Danbury, Connecticut, as a registered investment advisor from June 2005 to July 2005.  The company advises high net worth individuals and families in the areas of trusts, wealth management, and taxation.  Mr. Byrne signed an employment contract with Robert J. Reby & Co. wherein it contained a non-compete agreement that stipulated he be prohibited from soliciting the company’s clients or disclosing any of its confidential information in the event of his termination.  Following Mr. Byrne’s short employment with Robert J. Reby & Co. he began to work at Aspetuck Financial Management, LLC, a wealth management firm based in Westport.   Robert J. Reby & Co. alleged that Mr. Byrne solicited its clients for his new firm, Aspetuck, in direct violation of the non-compete agreement.  Mr. Byrne countered that the provisions of the non-compete were unreasonable in the sense that it placed an excessive restraint on his trade and prevented him from pursuing his occupation.

The court held that the non-compete agreement between Mr. Byrne and Robert J. Reby & Co. contained reasonable terms and was enforceable.  It failed to see any merits in Mr. Byrne’s claim that the agreement was too broad and created an insurmountable occupational hardship.  The provisions of the agreement only restricted a very small segment of Mr. Byrne’s occupational activities.  The terms he agreed to only prevented him from soliciting the specific and limited group of people that were clients of Robert J. Reby & Co..  The court held that the covenant was not a pure anti-competitive clause because it did not prevent him from engaging in the investment services industry as a whole.  This limited scope with regard to the prohibition levied upon Mr. Byrne caused the agreement to be reasonable and therefore enforceable.

The court also took time to discuss the public policy behind finding the non-compete agreement enforceable and establishing the legitimacy of the agreement.  Companies, according to the court, have a legitimate interest in protecting their business operations by preventing former employees from exploiting or appropriating the goodwill of its clients that it developed at its own, and not the employees’, expense.

If you have any questions relating to your non-compete agreement or would like to discuss any element of your employment contract, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.

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Court Uses Connecticut Law to Supersede Massachusetts Law in Application of Non-Compete Agreement

In Custard Insurance Adjusters v. Nardi, 2000 Conn. Super. LEXIS 1003, Mr. Robert Nardi worked at Allied Adjustment Services’ Orange, CT office beginning in September 1982 as the vice president of marketing, overseeing the adjustment of claims for insurance companies and self-insurers.  The company had Mr. Nardi sign non-compete and confidentiality agreements as a term of his employment.  The agreements established that he could not solicit or accept claims within a fifty-mile radius of Allied’s Orange office for a period of two years following his termination.  The agreements further specified that the names and contact information of Allied’s clients were the company’s confidential property.  The choice of law provision stated that Massachusetts law would be controlling (Allied had its headquarters in Massachusetts).  On September 1, 1997, Allied sold its business and all its assets, including its non-compete agreements, to Custard Insurance Adjusters.  Mr. Nardi became increasingly worried about future employment at Custard when the company restructured its compensation format, allegedly decreasing his annual income by 25%.  At this point, Mr. Nardi began to inquire about employment at other companies and in particular contacted Mr. John Markle, the president of Mark Adjustment, with whom he had a previous professional history.  He also arranged meetings between Mr. Markle and four other current Custard employees to discuss switching companies.  While the companies are competitors in the insurance industry, Mark’s business was restricted to the New England region while Custard operated nationally.  Custard terminated Mr. Nardi and asked the court to enforce the non-compete agreement.

The court first sought to tackle the issue of the choice of law provision since it designated Massachusetts law as controlling but this lawsuit was brought in Connecticut state court.  The court asserted its authority over the issue and case because it could not ascertain any “difference between the courts of Connecticut and Massachusetts in their interpretation of the common law tort breach of fiduciary obligation brought against a former officer of a corporation”.  The court emphasized that above all else, the legal issue at hand was that of contractual obligations and a company’s business operations.  It asserted its authority in this respect by stating it believed “that the Massachusetts courts interpret the tort of tortious interference with contractual and business relationships the same way our [Connecticut’s] courts do”.  Additionally, the court cited that the application of Massachusetts law would undermine Connecticut’s policy to afford legal effect to the Connecticut Unfair Trade Practices Act (CUTPA) and Connecticut Uniform Trade Secrets Act (CUTSA), two-state statutes used by Custard to sue Mr. Nardi.

Next, the court addressed the enforceability of the non-compete agreement signed by Mr. Nardi and Allied.  Mr. Nardi contended that the provisions of the agreement were only binding upon the signatory parties (himself and Allied) and that Custard lacked the authority to enforce its provisions.  He asked the court to deny Custard’s request to enforce the non-compete because it was “based on trust and confidence” between the signatory parties and “was thus not assignable”.  The court rejected this train of thought because the non-compete explicitly contained an assignability clause and it held that the non-compete covenant was properly and legally transferred to Custard under Massachusetts law.

Mr. Nardi based a substantial portion of his defense on the claim that Custard violated, and therefore invalidated, the agreement when it modified his compensation format.  He alleged that he was the victim of unjustified reductions in his professional responsibilities and compensation following Custard’s acquisition of Allied in 1997.  Mr. Nardi however was still an executive at the new company despite a reduction in rank and he himself had expressed excitement about becoming an executive at a national, instead of a regional, company.

The court ultimately found the non-compete to be valid and enforceable, therefore granting Custard’s request for injunctive relief.  It assessed the facts of the case and Mr. Nardi’s current position to amend the time restriction of the agreement, however.  Taking into account that he was starting a family and had a young child in conjunction with estimates that the full restrictions could amount to a 60-70% loss of business for Mr. Nardi, the court reduced the time limitation from two years to six months.  The court concluded that while the provisions were reasonable at face value, they could have unforeseen consequences that would have severely impaired Mr. Nardi’s ability to make a living in order to provide for his family.

If you have any questions relating to your non-compete agreement or would like to discuss any element of your employment agreement, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.

When is A Non-Compete Geographical Limitation Unreasonable?

In Braman Chemical Enterprise, Inc. v. Barnes, 2006 Conn. Super. LEXIS 3753, Ms. Valerie Barnes worked as an exterminator for Braman Chemical Enterprises, Inc. from November 5, 1990, to April 26, 2006.  On October 24, 1990, in preparation for Ms. Barnes beginning to work, the parties executed a non-compete agreement titled “Restriction Against Other Employment After Termination of Work With Braman Chemical Enterprises, Inc.” where it stated that Ms. Barnes was prohibited from working at any branch of a pest control business within fifty miles of the Hartford City Hall for a period of six months.  The company provided pest control services to commercial and residential customers in approximately ninety percent of Connecticut’s towns and cities.  Ms. Barnes worked the majority of her career with Braman servicing the area defined as east of New Haven, west of Guilford, south of Meriden, and north of the Long Island Sound.  She received training for her operator’s license while employed by Braman but obtained her supervisor’s license on her own time and at her own expense.

On April 26, 2006, Ms. Barnes voluntarily terminated her employment at Braman and formed a Connecticut limited liability company called “Bug One, LLC” based in Hamden that provided substantially identical services as her previous employer.  Braman sued Ms. Barnes in Connecticut state court to enforce the non-compete and enjoin her from further violations of the restrictive covenant’s provisions.  Ms. Barnes asserted that the geographical limitation in the agreement was unreasonable and provided an unnecessary amount of protection for Braman.

The court found Ms. Barnes’ argument to be meritorious and denied Braman’s request to enforce the agreement.  A non-compete agreement is analyzed in its entirety but a single unreasonable provision can be sufficient to invalidate the entire agreement and prevent enforcement.  Connecticut courts have traditionally tended to apply greater scrutiny to a non-compete agreement that creates a general restriction on a geographical area than agreements that focus simply on doing business with the employer’s clients.  Employers are legally allowed to protect themselves in a “reasonably limited market area” but may not overreach to the degree that the restriction prevents the former employee from practicing his or her trade in order to make a living.  While Braman contended that the geographical limitation was reasonably tailored to meet its legitimate business needs, the court held that the provision went well beyond the “fair protection of plaintiff’s [Braman’s] interests”.  The geographical area of fifty miles from Hartford City Hall placed an unreasonable restraint on trade for Ms. Barnes.  The court notes that the prohibited area covered roughly two million potential customers and an area of 7,850 square miles, covering parts of Connecticut, Massachusetts, Rhode Island, and New York.  To put this in perspective, the entire state of Connecticut is only 5,018 square miles.  This area as defined in the non-compete agreement was thus an unreasonable limitation and sufficient cause to invalidate the entire agreement.

The lawyers at Maya Murphy, P.C., are experienced and knowledgeable employment and corporate law practitioners and assist clients in New York, Bridgeport, Darien, Fairfield, Greenwich, New Canaan, Norwalk, Stamford, Westport, and elsewhere in Fairfield County.  If you have any questions relating to your non-compete agreement or would like to discuss any element of your employment agreement, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.

I Was Laid Off Due to Restructuring, but My Position Was Filled Two Days Later. I Was Forced to Sign a Separation Agreement. Can I Sue for Compensation in Connecticut?

An at-will employee can be terminated for any lawful reason in Connecticut.  For example, if you are an at-will employee, your company can terminate you for “restructuring,” even if they fill your same position days later.  Technically, an at-will employee is owed no explanation for termination.   Regardless, there are exceptions to an employment at-will termination.  You may not be terminated in any such way that violates your civil rights.  An example of this would be if you were terminated for your age, gender, or race.  Whether you have been terminated for any one of these reasons would rely heavily on the specific facts of the case.  To determine whether you may sue for compensation it would be important to sit down with an experienced employment attorney to go through every fact and circumstances of your employment.

In the same respect, you may have a claim for compensation if you were forced to sign the separation agreement under fraud or misrepresentation.  Again, it is important to describe to an employment attorney every detail about the separation agreement to determine your case.

If you have any questions involving employment law in Connecticut, please contact Joseph C. Maya, Esq. at (203) 221-3100 or e-mail him directly at JMaya@Mayalaw.com.