If a former client contacts me for business requests, am I allowed to assist?

I am from a small town in PA. I used to work at a computer repair shop in town and signed a non-compete clause with that shop that stated I would not attempt to steal their clients/customers or use my knowledge I learned there to go into business for myself.

However, I am very well known in town for my IT and computer abilities. I quit the small computer shop I had signed a non-compete with to take a job as the IT supervisor at another local company. However, I also do side work under a "doing business as", but I do not advertise my company.

The non-compete is for a 2 year term.

I do get contacted very often from former clients of the computer shop to do work for them. Since this is a small town, there are not many options for IT and computer work so clients all come from the same small pool.

Am I allowed to do work for them if they contact me?

What limitations are there for me to advertise in town?

Thank you!

2 answers  |  asked Dec 20, 2011 09:55 AM [EST]  |  applies to Pennsylvania

Answers (2)

Christopher Ezold
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, it is a bit difficult to answer your question without seeing the document; what you signed appears to be a restrictive covenant, but it may not be a noncompete. If the document merely states you would not steal customers or use knowledge gained at the former employer, then what you really have is likely a nonsolicitation agreement, and to the extent that you can operate a business without your former employer's information or training, you can likely start up a business and advertise.

To the extent that the existing customers of your former employer wouldn't use them no matter what, you are likely to be able to work with them. However, the boundaries of the document are fuzzy from your question, and would likely be very fact-dependent.

The time period of the restrictive covenant must be reasonable; that is, it must be long enough for the employer to get a replacement employee up and running and solidifying relationships with its customers. Although 2 years is not overly long as a matter of law, it may be unreasonably long in this situation. I would need more facts to judge the matter.

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/
Chair of the Board,
Magellan Leadership Group

The Ezold Law Firm, P.C.
One Belmont Avenue,
Suite 501
Bala Cynwyd, PA 19004
(610) 660-5585

posted by Christopher Ezold  |  Dec 20, 2011 10:13 AM [EST]
Scott Leah
I would need to see and read your non-compete in order to give you definitive advice on this subject.

Generally, a non-compete prevents you from working in competition with your old employer. A non-solicitation prevents you from solicting work, but you can do the work if the customers come to you on their own.

Whether the non-compete is enforceable dependends on many factors. Is it clear as to what you are forbidden from doing? Are the terms reasonable? Does the former employer have a genuince interest to protect?

Again, I would need to see the actual agreement to make any type of judgment on it.

Please feel free to contact me at 412-594-5551 if you want me to review your non-compete.

Scott R. Leah

posted by Scott Leah  |  Dec 20, 2011 10:09 AM [EST]

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