Legal Question in Business Law in California

Re: Can an officer of a sub-s be bound by an implied non-compete?

Sounds like you need Chicago representation. Please feel free to check out my firm's web site, www.AshmanLawOffices.com, as we concentrate our practice on precisely the types of issues you now face.

Separately, I am in general agreement with the comments offered by Bryan Whipple, although there are differences between California and Illinois law.

-- Kenneth J. Ashman; www.AshmanLawOffices.com; [email protected]

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Re: Can an officer of a sub-s be bound by an implied non-compete?

Simply using equipment is not using proprietary information. It may be conversion, however. It seems that since the non-compete was never signed, there was never an agreement to that affect. In addition, California will not enforce non-competes except in very limited circumstances. The other partners must provide you with an opportunity to inspect the books and records of the company. There is no excuse or defense. Starting a firm in Chicago and using proprietary information are not sufficient. They may qualify as independent claims against you, but such claims do not give them a right to refuse inspection of the books. How valuable of a business was it, and is it? Also, making false statements to past clients about a legal investigation is slander per se.

Re: Can an officer of a sub-s be bound by an implied non-compete?

Dissolution proceeding. You may contact me. We can get you what's fair.

Re: Can an officer of a sub-s be bound by an implied non-compete?

Then you need to make that demand through your attorney, and be prepared to file a lawsuit for the share of assets. You also need to be prepared to defend their lawsuit threatened., however, it doesn't sound like they have any real claim except the office equipment. Contact me if interested in doing so.

Re: Can an officer of a sub-s be bound by an implied non-compete?

This is a corporation, right? You speak of being a 25% shareholder and also call it a sub-s.

If so, the other three are not partners, this is not a partnership, and very likely you can't force its dissolution nor can you oblige the others to buy you out. The other answers seem to overlook this fundamental difference between a corporation and a partnership. Of course, you may have a buy-sell agreement, or perhaps there are special dissolution provisions in the articles of incorporation or bylaws.

You do have a right to inspect the books and to vote at annual meetings, a right to share in dividends (if any), etc.

You have a right to enforce any contract between the corporation and you.

More important, you have a right to pursue your trade or occupation. Non-compete agreements are enforceable only in the context of sale of a business, where a reasonable non-compete clause will be enforced as consideration for goodwill of the business sold.

While you can compete freely, you cannot misappropriate a previous employer's trade secrets. Many "things" can be trade secrets; one of the frequently-litigated categories is lists of customers and their buying habits. It sounds as though you have not done this, but taking the equipment is very troublesome (yup, conversion).