Legal Question in Business Law in Florida

I took contracted work for an automotive detialing/services company who holds automotive manufacturing companies as their sole clients. I signed the following.

"The Contractor agrees to the approved budget and specifications as stated on this purchase order. Prices are based on a flat rate per job, services and/or car count may vary once onsite. Contractor agrees to the Safe Driver Requirements & Standards of Conduct attached to this document. Contractor agrees to not compete directly or indirectly with any division of NDI Group for business with the individuals & clients introduced to the Contractor by NDI Group, Inc for period of (12) months."

The following is prohibited. Violation of these standards will terminate our business agreement possibly resulting in non-payment of any submitted invoices. PLEASE READ CAREFULY

1. Solicitation of your automotive related business services while representing NDI Group, Inc.

2. Distribution of any business cards with the intent of solicitation of future business.

3. Flirtatious behavior, solicitations, comments or other non-professional behavior toward clients, product specialists, customers or co-workers. This includes, asking for dates, flirting, borrowing money or consuming food and beverage from client displays without invitation.

4. Sleeping or relaxing in/on client�s furniture or booth and taking breaks in show vehicles.

5. Wearing competing branded clothing or dressing in an appearance which is inappropriate while representing NDI Group, Inc. Examples include but are not limited to: wearing a Ford hat / shirt while performing services for a competing brand. Wearing local company apparel that promotes your business while representing NDI Group, Inc. Taking off your shirt in hot weather�etc.

6. Discussing any compensation or pricing with clients while representing NDI Group, Inc.

7. Verbally abusing, cursing or showing a lack of respect and professionalism to clients, customers and/or NDI Group management.

8. Not introducing yourself to the client onsite contact and providing ample contact information such as an operable cell phone number.

9. Consuming, possessing, reporting to work under the influence of, or working under the influence of controlled substances, alcoholic beverages, or other narcotics. Must provide prescription for all drugs considered not to be �over the counter� medication when requested.

10. Theft, deliberate or careless destruction of any company or client property, or the property of any employee or customer.

11. Unauthorized use of the property, equipment or facilities of the company or clients�.

12. Removal from premises of any property or records of the company / client without permission of management personnel.

13. Provoking a fight or fighting during working hours at any time on the property of the company / client.

14. Carrying firearms or any other dangerous weapons at any time on company / client premises or engaging in any criminal conduct.

15. Falsifying records or disclosing confidential information to clients or unauthorized persons.

16. Tardiness: This includes over sleeping, missing rides/transportation, getting lost and other excuses.

17. Disappearing for extended periods and sacrificing the service, quality and integrity of the company.

18. Not having an operable cell phone and/or account for immediate contact with company and clients as needed.

19. Driving company or client vehicles in a reckless manner.

I now have the opportunity to be contracted directly by one of the manufactures (bypassing the detailing/services company) what are the possible ramifications of my pursuing the business? I live in FL the services company is based in TN, and the Manufactuer's corporate office is located in MA.


Asked on 10/28/09, 3:42 pm

1 Answer from Attorneys
Sarah Grosse Sarah Grosse, Esquire

"Contractor agrees to not compete directly or indirectly with any division of NDI Group for business with the individuals & clients introduced to the Contractor by NDI Group, Inc for period of (12) months."

That's not much of a non-compete agreement, but it looks pretty clear to me. You have not stated whether the contract is under FL, TN, MA or other law, so I will just comment in general.

Non-compete agreements must be reasonable in time, geographic area, and scope. They cannot prohibit you from making a living at all, and they generally can't cover 'the whole world' or last 'forever'. In FL, there are certain presumptions of what is reasonable and unreasonable. 12 months is reasonable in FL.

Here, you are proposing to directly compete with the company by taking one of their clients for yourself. I believe the first thing the company would do is seek injunctive relief, that is, to stop you from servicing this client. Second, they could sue you for damages, that is, lost profits from this client. There are various causes of action under which the company could recover against you in addition to breach of contract, such as tortious interference with contract and unfair competition.

So, you have to decide whether it is worth it. Surely, you will be terminated, so you will lose all the other clients which you service through the company. It is also unlikely that you will be able to continue to service this one client if an injunction is issued against you, and even if no injunction, the damages will likely consume your profits (and/or the attorneys fees will).

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Answered on 11/03/09, 9:01 am


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