Can a non-compete be enforced if not signed?

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Can a non-compete be enforced if not signed?

I was working for a company in Ohio when it was bought out by a company that
we’ll call Company A. Company A required me to sign an offer letter that
contained salary info as well as a non-competition and non-Solicitation clause.
Company A is based out of Michigan so I believe that the non-compete would be
enforced in that state. In the clause it states that

i engage or be interested, whether alone or together with or on behalf or
through any other person or entity in any capacity, including as employee or
contractor, in any entity which competes with the business of the Company in
its field of software engineering, consulting, and programming services for
business within the Companys customer base, geographic areas and/or
marketsa ‘Competing Entity’ or ii accept employment or contract with, or
enter into any affiliation or other relationship with, the Companys business
partner which the parties understand and agree to be Company B or any affiliate
of Company B

I never ended up signing the offer letter but have been employed with Company A
for over a year now and have been receiving my agreed upon salary. Things have
not been working out recently with Company A so I applied for a position at
Company B and was given an offer that I have accepted.

Company A is trying to prevent me from taking the job with Company B stating
that even though I didn’t sign the offer letter, since I have been accepting
paychecks from them, it is still enforceable. Is this true? Any advice on what
can be done?

Asked on March 11, 2019 under Employment Labor Law, Ohio

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 3 years ago | Contributor

No, if you never signed a document containing the noncompetition clause, you did not agree to it and it cannot be enforced against you: contracts of any kind, including noncompetition agreements, can only be enforced against those who consent or agree to them. Paying you is not enough, since you did not not accept the terms of the noncompetition. What they should have done is to terminate you unless you signed--that is legal; an employer can fire an employee who refuses to sign a noncompetition agreement. But since they failed to take action earlier to force you to sign, they cannot enforce the agreement against you now. That does not mean they will not try and may not sue, but you should have a good defense to a lawsuit.
 
 


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