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Court holds that Oklahoma does not permit a buyer to hold the owner of the selling company responsible under a noncompete for the competitive actions of her grandson (a non-owner of the company). M&A Stories March 23, 2023 Introduction A

Posted in enforceability of non-owner noncompete Tagged with: ,

Buyer Can’t Stop Noncompete Payments Upon Death of the Seller of the Business

Buyer failed to convince the Alabama Supreme Court that the noncompete was a personal service contract terminable upon the death of the seller owner. M&A Stories May 12, 2021 Introduction A covenant not to compete is generally given by the

Posted in covenant not to compete, death of seller's impact upon noncompetition payments Tagged with: ,

Court Greenlights Business Asset Buyer’s Fraudulent Inducement Claim Re 2-Year Noncompete Term

Introduction Sometimes being a good guy in an M&A deal can come back to bite you. If the buyer’s allegations are true, then this feels like a no good deed goes unpunished story. The deal Here, both the buyer and

Posted in covenant not to compete, fraudulent inducement, noncompetition covenant term Tagged with:

M&A Confidentiality Term Permitted Seller’s Post Closing Use of Customer Info

Introduction A buyer of a business often pays a significant part of the purchase price for the company’s confidential information; such as customer contact information, pricing, cost structure and terms. As a result, the seller usually agrees in the purchase

Posted in covenant not to compete, public information exclusion Tagged with: , ,

Court Restricts Company Seller’s Nationwide Noncompete to 3 States

Introduction The sale of a company usually comes with its goodwill. In fact, in many cases goodwill is the crown jewel of the business. The last thing a buyer wants, is to pay top dollar for the business only to

Posted in boilerplate provisions, California, choice of law provision, Delaware, noncompete area, reformation Tagged with: , ,

Court concludes that seller of business did not breach implied obligation to not solicit former customers

Seller develops, markets, and sells a variety of over-the-counter and prescription medications. Seller’s Owner owns Seller and is Seller’s CEO, president and secretary. Buyer entered into the asset purchase agreement with Seller. Pursuant to the asset purchase agreement, Buyer paid approximately

Posted in covenant not to compete, nonsolicitation of employees and customers, trademark infringement Tagged with:

Employer breach of employment agreement results in no enforcement of employee non-compete

Employee began his career in physical therapy in 1994. He worked as an independent contractor until joining Target as an employee in 2008 to manage a number of physical therapy clinics in southern Delaware. In 2008, Employee and Target executed the

Posted in covenant not to compete, employment agreement, stock purchase agreement

Allegations were enough, if true to establish that business sellers breached their noncompetition, nonsolicitation and confidentiality covenants

Buyer is a full-service specialty contract manufacturer of automotive, household, insecticide, and pesticide aerosols, based in St. Clair, Missouri, about 50 miles southwest of St Louis. Target is a specialty chemical contract packager, which manufactures aerosols, liquids, and bag-on-valve products,

Posted in covenant not to compete, hiring seller's employees, no kickback or bribe rep, nondisclosure agreement, trade secret misappropriation

Buyer did not terminate employment agreements with owners of selling accounting firm for cause

In November 2014, Buyer, an accounting firm in Plymouth, Indiana (about 27 miles south of South Bend, Indiana) acquired Seller, an accounting firm in South Bend, through an asset purchase agreement. At the closing Buyer entered into employment agreements with

Posted in covenant not to compete, employment agreement, for cause termination

Court says buyer of assets of business can enforce noncompetition agreement seller had with former employee

Seller, based in Billerica, Massachusetts (20 miles NNW of Boston) manufactured computer peripheral equipment. Former Seller Employee started working at Seller in 1982. He was promoted several times over the course of his employment, eventually becoming program manager in the

Posted in Assignment, assignment of contracts, covenant not to compete

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