Does statement in offer letter bound to non-compete agreement

My offer letter which I signed when I was hired stated the following: "We are happy to offer you a position under the following conditions:
Acceptance of the conditions in the attached Confidential Information and Non-Competition Agreement is Mandatory"

However, I never saw the attachment neither I signed it. I asked my employer at the time about it and they told me not to worry because it was only required for the programmers.

I resigned from the company and they are saying that I'm bound to the non-compete non discloure agreement by signing the offer letter. Is that true?
The rest of the employees have signed both an offer letter and a non-compete non-disclosure agreement.

At the moment they are offering not to enforce the non-compete agreement if I sign a non-disclosure agreement. Should I sign it? Can they hold the statement in the offer letter against me?

1 answer  |  asked Aug 10, 2004 11:12 PM [EST]  |  applies to Pennsylvania

Unlock Non-Compete Agreements: Keys to Escape

Answers (1)

Christopher Ezold
You do not appear bound by the noncompete.

Before I respond to your inquiry, I must state that we have not spoken, I have not reviewed the relevant documents and facts, and I do not represent you. Therefore, my discussion below is not a legal opinion, but is informational only. Finally, my discussion applies only to issues to which Pennsylvania or Federal law apply, unless otherwise specified.

That being said, you do not appear to be bound by the non-compete agreement. Exactly how this issue would develop depends on (1) the wording of the noncompete and the offer letter, and (2) the circumstances of your receiving and signing the offer letter.

Your employer's failure to get your signature on the noncompete, let alone provide it to you at all, means that there never was a noncompete agreement between you. However, if the noncompete agreement was merely an attachment without a signature line, then I expect they will argue that your signature on the offer letter was effective for the noncompete. The fact that they never provided it to you renders it void; this will be an argument of fact, though, and I expect they would argue that you did, in fact, receive, review and agree with the noncompete.

The fact that your former employer is only demanding a nondisclosure agreement may indicate that they do not believe they have a strong argument in support of the noncompete. Of course, no attorney will be able to provide you with a definitive answer without reviewing your documents.

If you would like to discuss this matter further, please feel free to contact me at the below address(es) or number.

/Christopher E. Ezold/
Nancy O'Mara Ezold, P.C.
401 City Line Avenue,
Suite 904
Bala Cynwyd, PA 19004
(610) 660-6686

posted by Christopher Ezold  |  Aug 11, 2004 08:49 AM [EST]

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