Legal Question in Business Law in Texas

Breech of contract

I worked as an independent contractor at a spa for a year. I signed a contract which specified that I was not to solicit any clients from the spa during the time I was there or 6 months after I left. When I left the spa I put an advertisement in a magazine. The magazine was a local magazine in the town where the spa is located. My practice is 7 miles from the spa, but in a different town. The owner is claiming that I have breeched the contract by placing the ad in that local magazine. The spa also advertises in the same magazine, along with other spas and massage therapy providers. There was nothing about public advertising in the contract. When clients ask for my information (number or where I am) at the spa, the staff have been instructed by the owner to say they don't know. I don't advertise in other magazines, but I do advertise on the web.

I just wanted to make sure that ''soliciting the spa's clients'' does not include public advertising. Surely it means contacting the clients directly? I have never contacted any of the clients I worked on directly. Am I in breech of contract?

Thanks.


Asked on 6/11/04, 3:40 pm

2 Answers from Attorneys
Robert Restivo Restivo Law Firm

Breech of contract

Howdy:

In addition to Peter's note, Texas courts frown upon non-compete agreements. That type of clause in a contract is viewed as a restraint of trade, and is generally viewed as against public policy.

As Peter said, the exact wording needs to be reviewed. If the clause is broad (don't compete), then it should be unenforceable. The courts have supported narrow clauses, within a short time period and small geographical area.

But, if the trade is a common one or the skill is personal, then you are in a better position.

rkr

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Answered on 6/11/04, 9:45 pm
Peter Bradie Bradie, Bradie & Bradie

Re: Breech of contract

Without looking at the exact language of the contract, I'd say that you probably are not in breach of the contract. That doesn't mean you may not be sued for breach.

I would argue that "the spa's customers" mean those the spa has already signed up, and "contact" means to contact them directly. It's a good argument, since any ambiguity in a contract is construed against the drafter of the contract.

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Answered on 6/11/04, 4:47 pm


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