Legal Question in Business Law in New York

non-compete/non-disclosure

Dear LawGuru,

First off I should say that I have U.S. and Canadian citizenships.

I have been in the cleaning business for a number of years in Ontario, Canada. Recently I came in contact with an individual that is in the sanitation business and looking for someone to subcontract work on some of his jobs in Ontario. Before starting into any detailed discussion he asked that I sign a non-disclosure/ non-compete agreement. I did not have a problem with that as I live near the U.S./Canada border and can work either side. After signing the agreement, I later disclosed to him my Citizenship status. He then asked if I was interested in working in NY State as he could not but he could register there and operate things through me. He also said that he had already registered his business in Florida some time ago. After about 4months now the company is operating in Buffalo and the surrounding suburbs on a very limited basis.

My question is, how legally binding is the non-compete/non-disclosure agreement to me in NY State seeing that 1) It is a different country 2) His business was not operating or register in NY State when the agreement was signed 3) He is not providing me with enough income to provide a living.


Asked on 1/25/01, 11:24 am

2 Answers from Attorneys
Michael Markowitz Michael A. Markowitz, PC

Re: non-compete/non-disclosure

Before giving an answer, I would need to see the exact agreement and review same under NY law.

Mike.

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Answered on 3/08/01, 9:11 am
Norman Nadel Norman Nadel, Esq.

Re: non-compete/non-disclosure

Non disclosure and non compete agreements take many forms and if are not against social policy and supported by consideration are enforceable in New York, regardless of the location of the parties.

Nondiclosure prevents you from diclosing confidential information.

Non compete prevents you from competing with his business within a specifed geographical area for a specified period of time.

I have a hard time figuring out why you would sign a non compete agreement when you enter into preliminary discussions. It does not seem to be supported by consideration (what did you get?) and is probably not enforceable.

A lawyer should review the documents.

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Answered on 3/08/01, 12:57 pm


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