Do I have any legal standing against an independent contractor who is soliciting clients if I just purchased the client list on a contract?

UPDATED: Apr 21, 2012

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Do I have any legal standing against an independent contractor who is soliciting clients if I just purchased the client list on a contract?

I recently purchased a small business which uses independent contractors. One of the IC’s did not not have a non-solicit agreement with the previous owner and they refused to sign one with me. I have terminated based on that refusal. This person is now soliciting my clients. Do I have any legal standing to stop her since I purchased the business/client list in a binding contract from the previous owner?

Asked on April 21, 2012 under Business Law, Michigan


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 10 years ago | Contributor

No, you would have no basis for legal action against an independent contractor of the prior owner who never signed a non-solicitation agreement. Generally speaking, solicitation of another business's clients is legal, even if it's a business which the soliciting party itself did business with--that's why non-solicitation agreements are necessary, to prevent or prohibit solicitation which would otherwise be legal. A non-solicitation agreement is a contract; it is only enforceable against someone who voluntarily entered into it. If this IC never signed a non-solicitation agreement, there is no basis for enforcing some non-soliciation terms or conditions against it. For future reference, if concerned about this in a business purchase, don't buy the business unless and until the seller can obtain and show he/she can transfer (assign) to you non-solicitation (and/or confidentiality and non-competition) agreements from key employees, vendors, or contractors.

IMPORTANT NOTICE: The Answer(s) provided above are for general information only. The attorney providing the answer was not serving as the attorney for the person submitting the question or in any attorney-client relationship with such person. Laws may vary from state to state, and sometimes change. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Although has verified the attorney was admitted to practice law in at least one jurisdiction, he or she may not be authorized to practice law in the jurisdiction referred to in the question, nor is he or she necessarily experienced in the area of the law involved. Unlike the information in the Answer(s) above, upon which you should NOT rely, for personal advice you can rely upon we suggest you retain an attorney to represent you.

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