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William B. Esq.
William B. Esq., Attorney
Category: Legal
Satisfied Customers: 3230
Experience:  Civil litigation attorney for individuals and businesses.
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If I work for a company (as an entertainment agent) that has

Customer Question

If I work for a company (as an entertainment agent) that has a two year non conpete clause in it... That states I cannot contact/work with any artist or buyers. Can I become an assistant or consultant in another Agency and do buisness with those artist /acconts without being sued by my former employer? I wouldn't be titled as an agent, I wouldn't own the company.
Also could I open my own agency (that doesn't contact those accounts/artist )and still be a consultant in the other agency
Submitted: 1 year ago.
Category: Legal
Expert:  William B. Esq. replied 1 year ago.

William B. Esq. :

Dear Customer, thank you for using our service. My name is XXXXX XXXXX I would like to assist you today.

William B. Esq. :

Your non-compete clause is most likely enforceable under Louisiana law. Louisiana has a strong policy against such clauses, but situations such as yours do fit into a statutory exception. If you left your current firm and solicited clients either on your own, or as an employee (particularly those that were from your current business) you would be liable under the non-compete clause.

William B. Esq. :

For a thorough (but very legible) discussion of Louisiana non-compete laws (with citations to case law and statutory authority), you can review this article: http://www.bestlawyers.com/Downloads/Articles/52617.pdf

William B. Esq. :

I hope the above is helpful, if you have any questions please do not hesitate to let me know and I will follow up quickly.


Thank you for using our service, please do not forget to rate my answer when you are satisfied. I am going to transfer our conversation to the "Q&A" format to ensure you can review the entire response and that I can follow up to any questions you may have quickly. I do wish you the best of luck in this matter.

William B. Esq., Attorney
Category: Legal
Satisfied Customers: 3230
Experience: Civil litigation attorney for individuals and businesses.
William B. Esq. and 14 other Legal Specialists are ready to help you
Expert:  William B. Esq. replied 1 year ago.
Our chat has ended, but you can still continue to ask me questions here until you are satisfied with your answer. Come back to this page to view our conversation and any other new information.

What happens now?

If you haven’t already done so, please rate your answer above. Or, you can reply to me using the box below.
Customer: replied 1 year ago.
Your answer didn't reply the first time I went to the page.
Anyway, would I or the other company be liable if the owner solicited the clients and I did administrative work. Like follow calls, calendars etc.
Also, would it be ok for me to have my own business as an agent at the same time being an administrative worker or consultant to the other company? Is there a legal title I can change to in the new company to not be held liable.
Customer: replied 1 year ago.
Will I or the new owner of the company be held liable if he does the soliciting and I just do administrative work such as follow up calls and calendar organizing? Is there a legal title that I can switch to to make this work? (Consultant?)
Also, can I have my own business/agency while being employed in the new company as an administrative asst/consultant/ whatever name works?
Expert:  William B. Esq. replied 1 year ago.
No, if you are working in direct competition with your former employer you cannot solicit clients that you worked with previously, or otherwise violate the non-compete clause.

You cannot act as a "secretary" "assistant" "administrative support staff" or other employee to a direct competitor of your current employer in obtaining clients or former clients of your current employer. This too would be in direct violation of the non-compete clause as the natural relationship is one where you are "feeding" your prior employer's information to your new company.

Please let me know if you were unable to open the link, as the article was very good.
Customer: replied 1 year ago.
I appreciate your patience with me.
Can I be an employee of the new company as an agent and NOT solicit any information or clients. Can the new owner solicit and do business with the accounts in question?... He did not sign the non compete so I would think I could work for him, let him talk to the accounts in question and be in the background doing paper work or advising him.
Expert:  William B. Esq. replied 1 year ago.
The background work is what would kill your deal. The important thing that your current employer is protecting is information and relationships. If you are using a new employer as a "strawman" to feed your knowledge and contacts through, it is an effort to circumvent the non-compete clause. Furthermore, if it were found that any portion of your income were based on the profitability of these new accounts, that would bolster their case (meaning that unless you are willing to accept secretarial wages and nothing else they would probably have a strong claim against you).

Remember though, my information is "general" in nature, this means that I can provide you with the law as it applies to your state (they do not like to enforce non-compete clauses, but there are certain ones that they will enforce, such as those based on goodwill or contacts). But I cannot give you "specific" law, so I cannot read your contract and determine the exact scope and extent of the restrictions placed on you by the non-compete clause (some are broader than others).

My inclination is that you are going to have a great deal of difficulty if you are looking to start a new business "stealing clients" (I use this only as an expression, the viewpoint from the departing employee is "Bringing clients with me") either on your own, or as an employee. However, read through the article I provided, Louisiana has specific requirements that must be included in a non-compete clause to make it enforceable, if they do not include those elements, you may not have to adhere to it at all. (This requires a review of your document, I cannot do this part for you, but I will answer any questions you have about it).
Customer: replied 1 year ago.
I have skimmed over the article. What elements are you talking about?
Also, I am not looking to steal clients. I was booking my own band and other bands (informally) before I started working with the old agency. I just want to retain what I started with. I had relationships with these bands and buyers for years before I was employed.
Am I entitled to keep those relationships?
Also what if he doesn't pay me for the shows I booked before termination? Does that nullify the agreement?
Would it be possible for me to talk to you outside of this site? Or are you not allowed to take on clients from this site?
Expert:  William B. Esq. replied 1 year ago.
Geographic specificity (the contract must expressly limit the non-compete restriction to a specific geographic area (say the city or parish where your business center is located)).

Time specificity (the contract must be express in the time limit (you say it has a 2 year restriction, this is the maximum)).

Specific conduct that is prohibited (are you prohibited from conducting the same services you are doing now, or are you prohibited from conducting any services that compete with your current employer).

As far as keeping your prior clients (or any new ones), there is no prohibition on accepting services from those customers or clients who come to you for services. (See also, pg. 6 of the article I referenced).

If your former employer breaches the contract by failing to pay you, they are in breach and you can sue them just as they could sue you.

Unfortunately, I cannot contact customers outside of this forum, I am sorry.
Customer: replied 1 year ago.
So if he breached the contract, does that nullify it. Or can he pay after I sue him and the contract still is valid?
I don't understand why I couldn't keep my clients before I ever signed with him.
Also I don't understand how I could work with bands or buyers if there is a non compete. What's the difference between soliciting and working with someone?
Expert:  William B. Esq. replied 1 year ago.
No, his breach does not nullify the contract (although the fact that he breached the contract generally acts as a strong defense if he were to sue you over it - which amounts to roughly the same thing - but this is fact specific).

Your non-compete clause is a matter of contract - so when you read it think of it as a contract, they have agreed to pay you both for your current services, and for you refraining from competing against their business for a period of 2 years following the termination of your employment.

Similarly, if there are any clauses, weaknesses, or defects in the contract, you can use those to find it invalid as a contract. Also, while you may not want to consider it immediately, it is possible to "buy your way out" of a contract such as this and simply find a way to bargain with your current employer so that you are no longer under this restriction, or so that the restriction is minimized so that you are actually able to run a business, even if you still promise not to go after his clients for 2 years.

Working with an existing client, or working with a client who has sought out and retained you means that you have not made any affirmative efforts to get their business.

Soliciting a client means that you are actively going out and seeking their business.
Customer: replied 1 year ago.
So I hate to beat a dead horse, but if a buyer and/or band wants to work with me, I am legally entitled to... Even if they were part of my employment with my former employee? Is it really up to the buyer or artist who they work with when they aren't bound by any contracts?
Also, Will I have to honor the original commission split?
Expert:  William B. Esq. replied 1 year ago.
You cannot work within the same geographic area and compete directly. What this means is you can set up shop outside the geographic area defined in your non-compete clause, and work with any bands that come to you. If you are working outside the geographic restrictions and bands wish to use your services, there is no prohibition.

You are prohibited from soliciting your employer's clients (going and seeking out business).
Customer: replied 1 year ago.
So if a band wants to continuing using me at an account that I was working with a former employer, do I have a right to work it? Do I have to honor the original agreement?
Expert:  William B. Esq. replied 1 year ago.
No, you do not have a right to continue employment, unless that is a part of your employment contract (the non-compete clause does not give you any independent right to continue working during the 2 year non-compete period).

If you believe you have a viable book of business and want to get started either independently or with another firm, I would advise getting a local attorney to take a look at your employment contract (the whole thing), and discuss with you the scope of your business, as well as the nature of your business (can you operate out of a different geographic location and conduct the same type of business for example). A local attorney would be able to go into the details specific to your business and help give you the risk/benefit analysis necessary to make a fully informed decision as to what you are looking at for liability, and what suggestions they may have to help you mitigate your risks. Without the local attorney, you will be left with the general information that I can provide, and the contractual language you can read, but miss the important analysis that happens between the two, in addition to any case law research that is necessary to close the gaps and create a complete opinion for you.

When you are making this kind of a business decision, have a full opinion letter from an attorney can be key as it will make the risk benefit analysis much clearer. While my analysis of the general law is that the non-competition clauses are very hard to get around may be helpful in understanding how these work, it does not help you in understanding how you can work around yours, and what type of actual liability you may be facing if you are found in breach of the contract.

Unfortunately, I am not permitted to give specific referrals on this forum. I can however give you a couple of sites that will be helpful in locating a local attorney. You can find attorneys on your State Bar Association’s website: (http://www.lsba.org/MembershipDirectory/LawyerReferralInformation.asp?Menu=PR); Martindale Hubble: (http://www.martindale.com/); or, on AVVO: (http://www.avvo.com/find-a-lawyer).

To keep costs down, I recommend finding an attorney that is working in a small firm or as a solo practitioner. A newer attorney usually charges slightly less than a more experienced attorney, while the more experienced attorneys are usually a little more efficient. In the end, you need to find an attorney that you feel comfortable with, and it is okay to speak with more than one before retaining one.

A consultation for an issue such as this should not take more than an hour or two of an experienced employment law attorney's time as this is not an unusual or unique issue. It would probably be a good investment (and you can think of it as start up costs for your new venture).
Customer: replied 1 year ago.
Thank you

When the non compete is over or if the company closes, am I legally allowed to go after all business without consideration to my former employer.
Also, I am also a musician. If I book my own band without taking commissions, is it legal to continue working with businesses that I had worked prior with.

Btw, is this a private conversation or is these questions available to the public?
Expert:  William B. Esq. replied 1 year ago.
If the company closes then the non-compete clause would not apply. You are not in direct competition with an entity that is no longer engaged in the industry.

Booking your own band and your own personal book of business is not in direct competition with your current employer's business of booking venues etc. for other bands. You can book your own venues (you are not acting as an agent, but as a band that is self-promoting).

This conversation is available publicly, it is not subject to attorney-client confidentiality.

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