How JustAnswer Works:
  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.
Ask Irwin Law Your Own Question
Irwin Law
Irwin Law, Attorney
Category: Employment Law
Satisfied Customers: 6854
Experience:  Lawyer & Real Estate Broker, 30+ years, foreclosure, land contracts, inheritance, probate.
18215332
Type Your Employment Law Question Here...
Irwin Law is online now
A new question is answered every 9 seconds

I have a non compete and am considering working for a

Customer Question

I have a non compete and am considering working for a company that does not compete in any way with my company, however, they do compete with a joint venture my company is part of. Is a JV considered a subsidiary? Listed below is the exact contract wording.
Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company, any of its subsidiaries or any Person that either directly or indirectly controls or is directly or indirectly controlled by the Company or any of its subsidiaries (collectively, the “Group”). For purposes of the definition of “Group” in this Agreement, “control” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
Submitted: 3 months ago.
Category: Employment Law
Expert:  Irwin Law replied 3 months ago.

Generally a JV is an single operation by two independent business organizations. Neither one is considered a subsidiary of the other; however the language you have submitted is very broad. In fact, it is one of the broadest non-compete agreements I have ever seen. You would have to review a copy of the JV agreement itself to see if your former employer has the power to "direct or cause the
direction of the management or policies of such Person". That could bring your former employer within the definition of "group". I strongly suggest the use of a local attorney to review the entire situation for you before proceeding further.

I hope that you will enter a positive rating for my assistance here by clicking on 3, 4, or 5. There is no additional cost to you. Thanks again for using JUST ANSWER.

Customer: replied 3 months ago.
Thank you. Given that I am not a high level executive of the company, I do not have access to the joint venture agreement itself to determine if the wording of the JV could be considered to be with the "group". Given that I do not have access or knowledge to the JV contract and the non compete does not explicitly call it out in this agreement, I could not be held accountable, correct? It seems like it either needs to be spelled out or provide access to the JV agreement.
Customer: replied 3 months ago.
Also, note that my company has 47% interest in the JV while the other company has controlling interest.
Expert:  Irwin Law replied 3 months ago.

It seems like it either needs to be spelled out or provide access to the JV agreement.

I agree with your assessment of the situation. Non-compete agreements are strictly construed by the courts, which means they take their language literally and issues that are not specifically stated are not implied. If the agreement can be construed in one of two ways, it will be interpreted against the party who prepared it, which in the case of a non-compete will always be the former employer. Also, the 47% may be all you need with regard to the issue of control.

I hope that you will enter a positive rating for my assistance here by clicking on 3, 4, or 5. There is no additional cost to you. Thanks again for using JUST ANSWER.