If a 5 year non-compete failed to define a start date, would it be reasonable to assume that it began on the date that the “seller” and “buyer” signed and notarized an asset purchase agreement?

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If a 5 year non-compete failed to define a start date, would it be reasonable to assume that it began on the date that the “seller” and “buyer” signed and notarized an asset purchase agreement?

About 4 1/2 years ago, I signed an asset purchase agreement for the sale of a pre-determined number of residential landscape accounts. The non-competition (section 9) of the agreement states that the seller shall not engage in any activity that may directly compete with the buyer for a period of five years. However, the non-competition clause does not specify a start date. I would like to begin soliciting my services again but do not want to breach our agreement.

Asked on May 18, 2014 under Business Law, Florida

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 6 years ago | Contributor

The time period would most likely begin on the effective date of the sale; e.g. if the agreement was signed on June 25, 2009, but the effective date of the sale (analogous to the closing date for a real estate purcchase) was September 1, 2009 it would most likely begin running Sept. 1, 2009. Of course, the effective date may well be the same date as the date of execution or signing.


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