How specific must a non-disclosure statement be?
Question Details:
I want to start an on-line business, however I signed a non-compete disclosure with my former employer. She did no on-line sales, only in showroom. I am a Certified Interior Designer with a B.S. in interior design so this is my trade. I want to sell home design items on-line. Some may be from the same lines as what is in her showroom, but I wouldn't sell exactly the same style as what she has. I don't have a copy of the non-compete agreement, but I remember it said that I could not own or manage a showroom similar to hers for 5 years within 50 miles. Will this prevent me?
A non-disclosure or non-compete agreement is a contract: it will generally be enforced according to its terms. When the terms are ambiguous or unclear, if there is a dispute over the meaning or enforceability, a court will look to other documents, to testimony of the parties, etc., to attempt to find the intention of the parties to the agreement--it is the parties' intention, as of the time when the agreement was formed, that will enforced.
Non-competition agreements will not be enforced to the degree that are too restrictive in scope, duration, or geographic reach. Usually, if you were not the owner of business who sold it and signed a non-competition agreement in the process, 5 years would be too long--a more typical or reasonable time would be 6 months to one year.
Because the terms and the exact context (what is the market for a business like this? what level employee were you and how well were you compensated? etc.) it is impossible to provide any definitive answer in the abstract. You should bring the agreement to an employment law attorney, who can evaluate its language and your particular circumstances with you, and advise you as to your rights and obligations.
