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Lucy, Esq.
Lucy, Esq., Lawyer
Category: Employment Law
Satisfied Customers: 29554
Experience:  Former judicial law clerk, lawyer
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I live in Florida. My non soliticitation agreement I signed

Customer Question

I live in Florida. My non soliticitation agreement I signed restricts me from soliciting all clients of the firm. The agreement is under the state of Ohio and Florida is a right to work state. That said I was part of a reduction of force as the firm got out of the governmental business. They are waiving governmental clients; however, not not for profit clients (my other speciality). I only have done 2 not for profit clients and worked here less than a year. This is limiting my livilhood as I have done this for over 20 years
I know I am good under Florida law but not sure under Ohio law
Submitted: 1 year ago.
Category: Employment Law
Expert:  Lucy, Esq. replied 1 year ago.
Hi,

My name is ***** ***** I'd be happy to answer your questions today.
The term "right to work" state unfortunately does not mean what most people think it does. An employer can't refuse to hire someone because they're in a union - that has literally nothing to do with non-compete agreement. Florida Rev. Stat., Section 542.335 says that a non-compete or non-solicitation agreement WILL be upheld if it's reasonable in time, scope, and line of business. The information you've provided doesn't support your conclusion that Florida law will allow you to ignore that non-solicitation agreement.
Ohio's rule is similar: The company must have a legitimate interest in preventing you from competing with them, and the restrictions have to be considered reasonable enough not to place undue hardship on you. In Ohio, if the judge finds that part of the agreement is unreasonable, he can modify it. If you are ONLY prohibited from soliciting clients that you worked with at the company, that is probably considered reasonable. A non-solicitation agreement is much less restrictive than a non-compete.
A non-compete stops a person working in a competing business ENTIRELY for the term of the agreement. A reasonable time for a non-compete agreement to be enforceable is usually 1-2 years in the eyes of the law. I know that's a long time to be out of work (or not allowed to work in your field), but it's legally considered reasonable. As far as scope goes, they can't limit you from working in areas where they don't do business. They could actually set up a reasonable radius around where they operate.
Because you voluntarily signed the agreement, the fact that it limits your ability to make a living doesn't weigh on the judge as you would hope. He's also not going to look at how long you worked for the company unless there's limiting language in the document itself. The judge just wants to see if the agreement is fair. You'd have the burden of establishing that it's not fair.
Look for language that says it's not valid if they fire you. See if your company will negotiate some kind of buyout. But an agreement not to solicit your company's clients after you stop working for them will probably be upheld under either Ohio or Florida law.
I apologize that this was probably not the Answer you were hoping to receive. However, it would be unfair to you and unprofessional of me were I to provide you with anything less than truthful and honest information. I hope you understand.
Good luck.
Customer: replied 1 year ago.
I have a non soliticitation agreement though. Not a non compete. I do not even know about any of their not for profits and/or have been privy to any confidential information regarding said clients.
Expert:  Lucy, Esq. replied 1 year ago.
I included the analysis for both, just in case you used the wrong term (which happens frequently).
If the agreement is ONLY a non-solicitation agreement, it will be enforceable. It doesn't matter if you have confidential information, because you know who their clients are that you work with, and that's the information they want to stop you from using to your advantage. You're free to work for other clients who you didn't work with while at this company.
Customer: replied 1 year ago.
Ignore phone call. I thought it would be immediate. I understand I cannot do two clients I worked on. What about the other 80 plus clients (i dont even know who they are). I would think I am clear and free there. Thank you. Sue
Expert:  Lucy, Esq. replied 1 year ago.
I'm sorry, I did not receive a request for a phone call. However, it is a violation of state law for me to call you. Those phone calls work well in other areas of JustAnswer, but are not something I can use in the legal categories.
It depends on the terms of your agreement. Usually, there is some language that prevents you from soliciting people you've worked with, that you met through the company, or that are KNOWN clients.
If it stops you from soliciting anyone, period, then you need to go back to the non-compete analysis to see whether it's reasonable.
Customer: replied 1 year ago.
I dont have non compete. Only non soloticitation. I dont even know the other clients in not for profit. They are saying if i go to another public accounting firm I cant do any of those clients. I would not solicit them, but I would think my new firm could propose on them if they went out for proposal.
Expert:  Lucy, Esq. replied 1 year ago.
I know that you do not have a non-compete. I'm saying that if the non-solicitation stops you from working period, a judge might choose to analyze it as if it were a non-compete.
The language of the agreement controls. If it says you can't work in any capacity with any clients of the company's, past or present, whether you knew about them or not, then you'll have to find out if people you solicit work with from were clients of the company. Many non-solicitation agreements are not that broad, which is why it's so important for you to read the terms of what you agreed to. USUALLY, you're only prohibited from calling up people you worked with at Company A and asking them to come with you to Company B, or working with them if they voluntarily switch firms.
Customer: replied 1 year ago.
Okay. Thank you. I got opinion from attorney in florida and I was happy with it. My concerns were because the agreement is under the laws of Ohio. I liked the answer re: Florida; however, did not know how Ohio differs
Expert:  Lucy, Esq. replied 1 year ago.
Ohio law is primarily the same. The only major difference is that, if a judge found that what you signed was so broad it couldn't be enforced, he'd have authority to rewrite it to something reasonable.