Prior breach is a common defense to a lawsuit to enforce a confidentiality provision (similar to a non-compete agreement). Generally, a material (essential) breach of an agreement allows the non-breaching party to treat the breach as a complete discharge of his or her contractual liability. In re: Walter M. Thomas, Debtor, 51 B.R. 653 (M.D.…
Continue reading ›Florida law generally requires that a party post a “bond” before a Judge will enter an injunction order that prohibits the opposing party from competing in violation of a non-compete agreement. The purpose of requiring a bond as a condition to issuance of a temporary injunction is to provide a sufficient funds to cover the…
Continue reading ›Florida law governing non-compete agreements imposes specific requirements for a contractual “assignment” provision to be considered valid. Florida Statutes Section 542.335(1)(f)(2) requires assignment of a non-compete provision to be expressly authorized by the contract in order to be enforced by an employer’s assignees or successors. Florida courts interpret the plain meaning of the wording of…
Continue reading ›Forum selection clauses are contract provisions intended to assign the forum where any disputes under the contract will be resolved, such as Broward County or Miami-Dade County, Florida. While signatories to the contract have agreed to be bound to the forum selected in the agreement, it is not always evident whether non-signatories will be bound.…
Continue reading ›Non-compete agreements often prohibit competition with other companies that are “similar to” or “competitive with” their own company. The wording of a non-compete covenant, however, can sometimes be understood to refer to the method of the business as opposed to the products or services being sold. Under Florida law, a non-compete agreement that prohibits doing…
Continue reading ›For a trade secret to be protectable under Florida law, a business must protect that information as confidential. Disclosure of trade secret information to parties without an understanding that the information must be protected as confidential can cause that information to no longer be a protectable trade secret. In the absence of an express confidentiality…
Continue reading ›Florida employers seeking an injunction to stop their former employees from engaging in competition in violation of a non-compete agreement must demonstrate specific criteria to a court or tribunal. Under Section 542.335, Florida Statutes, an employer must plead and prove several facts to be entitled to a temporary injunction against a former employee breaching a…
Continue reading ›Florida and New York’s non-compete laws are protective of business interests in customer relationships and goodwill. Due to the mobility of workers as well as the frequent overbreadth of non-compete covenants in today’s economy, there are often cases when the non-compete laws of more than one state may be implicated In the context of employment…
Continue reading ›Franchisors will often include non-compete provisions in their Franchise Agreements to protect their ability to sell new franchises in a geographic region that was formerly served by a terminated franchisee. A party seeking to enforce a non-compete agreement must plead and prove the existence of one or more legitimate business interests justifying the non-compete covenant…
Continue reading ›Tortious interference is the intentional and unjustified interference with a relationship or contract that results in damages. However, tortious interference does not occur every time a contract or business relationship is consequentially affected. Direct interference is a necessary element of the tort (a wrongful act or an infringement of a right). Peter Mavrick is a…
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