Re: Non competition agreements

At 07:31 PM 3/1/00 -0800, Malcolm Hodges wrote:
>Hi folks,
>
>This is a question on contracts and enforcing them.
>
>I have a pretty iron-clad contract for a website I purchased January first
>for a five digit figure. 

Well, frankly, given the post, apparently it is not quite as "iron-clad" as
it may have appeared.  There are many issues involved here including but
not limited to the enforceablity of the non-compete provision in the first
instance.  They are enforceable or not to varying degrees depending upon
state law.  However, frankly the provision seems poorly constructed since
the protection is far too limited and appears to be vulnerable to the very
conduct described.

>
>3.   Seller�s warranties. The Seller represents as follows:
>c. That the Seller will not duplicate www.something.com for resale or any
>other reason and will not engage in any way a world-wide website that would
>directly compete with www.something.com for a period of four years;

First of all this is not only a non-compete problem: it is also a breach of
warranty problem.  Does the agreement provide for injunctive relief or are
you limited to damages for the breach?  Can you prove damages or are they
speculative?

To limit the protection to a .com is too narrow.  To limit the protection
to a site that "duplicate(s)" the sold site is too narrow.  To limit it to
a site that "directly competes" is too narrow.

This looks like it was an agreement not negotiated by an attorney.  Thus
the result.  

>It came up with an admin contact of webmaster(at)somethingelse.com. I
>immediately went to the domain www.somethingelse.com and found that the site
>mimics some portions of the site I purchased and also has content that was
>previously on my site. 

There may be copyright and other legal issues here as well.

As others have indicated, get a lawyer.  And I thank Stephen Johnson for
his reference to me.  Whoever you choose, get a lawyer.


IVAN HOFFMAN, B.A., J.D. 
Attorney At Law
Lawyering With Integrity (sm)
Internet Law, Writing and Publishing Law, Web Design Contracts and Law,
Copyrights, Trademarks, Business Plans, Web Site Audits, Recording and
Music Law.  *A Four Times Award-Winning Site.*
http://www.ivanhoffman.com

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