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Richard
Richard, Attorney
Category: Business Law
Satisfied Customers: 53954
Experience:  32 years of experience practicing law and a businessman.
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Wanted to know if I can operate my own separate business

Customer Question

wanted to know if I can operate my own separate business without violating a non compete clause. Here are 2 sections from a contract that I signed (did not notarize) from 2008.
If I am or am not in a non compete clause, by what law
8.2. Nothing herein contained shall be construed to constitute any Partner or the agent of another Partner, except as expressly provided herein, or in any manner to limit the Partnership to the carrying on of their own respective businesses or activities. Any of the Partners may engage in and possess any interest in other businesses or ventures of every nature and description, independently or with other persons, so long as not, directly or indirectly, in competition with the business or purpose of the Partnership, and neither the Partnership nor any of the Partners shall have any rights, by virtue of this Agreement or otherwise, in and to such independent ventures or the income or profits derived there from, or any rights, duties or obligations in respect thereof. Partners shall have the right to independently engage in similar business ventures outside the state of Georgia. Any property owned or controlled by a partner or their agents prior to June 20, 2008 shall remain as their personal interest and not be partnership property. Partner shall retain full and independent control of these properties. Refinancing or changing title to these properties is permitted and will not cause them to become partnership property.
24.2. Nothing herein contained shall be construed to limit in any manner the Partners, or their respective agents, servants, and employees, in carrying on their own respective businesses or activities.
Submitted: 8 months ago.
Category: Business Law
Expert:  Richard replied 8 months ago.

Good morning Christian. My name is ***** ***** I look forward to helping you.

Can you provide me a bit more information? Would this own separate business you intend to operate in competition with the business or purpose of the partnership in which you are a partner? Thanks.

Customer: replied 8 months ago.
not understanding the question, sorry
Expert:  Richard replied 8 months ago.

No worries. When you reference you want to operate your own separate business, would this separate business be competitive with the business of the partnership in which you are a partner that has these Sections 8.2 and 24.2?

Customer: replied 8 months ago.
the partnership agreement was for real estate. The new business I want to open is for e-commerce.
Expert:  Richard replied 8 months ago.

Thanks for following up. In that case, yes, you can operate your separate business without being in violation of your real estate partnership. You have no worries. These partnership provisions do not restrict you from your e-commerce business! :)

Expert:  Richard replied 8 months ago.

Thank you so much for allowing me to help you with your questions. I have done my best to provide information which fully addresses your question. If you have any follow up questions, please ask! If I have fully answered your question(s) to your satisfaction, I would appreciate you rating my service as OK, Good or Excellent (hopefully Good or Excellent). Otherwise, I receive no credit for assisting you today. I thank you in advance for taking the time to provide me a positive rating!

Customer: replied 8 months ago.
long as not, directly or indirectly, in competition with the business or purpose of the Partnership" does the "indirectly part hold any water?" and by what law am I protected?
Expert:  Richard replied 8 months ago.

Thanks for following up. The "indirectly" should not impede you because your business is separate and distinct and not competitive. This is going to be basic contract law along with the bias to interpret any non-compete provision strictly. Courts tend to look for fairly egregious behavior on the to uphold them and will not imply intent. Thus, as broadly as "indirectly" can be interpreted, it's not likely to protect the partnership in this instance.

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