Q: How legally binding is a non-compete clause if a client wants to continue services after terminating your contract?
I am a Licensed Professional Counselor working as an Independent Contractor for a small private practice. I am planning on starting my own practice in the near future and have a handful of long-term clients that the current practice will not be able to absorb. If the clients want to continue with me, what are my options to avoid getting sued?
The answer to your questions will depend on (1) what West Virginia courts consider enforceable non-competition provisions, (2) the specific facts and circumstances of your case, and (3) the language of the non-compete as well as any other restrictive covenants (clauses that forbid you from doing something) contained in your Independent Contractor Agreement.
Typically, employers wants to balance making non-compete restrictions as broad as possible to protect the employer's interests, because if not courts interpreting such a provision can deem it over broad and unenforceable and thus unreasonable.
Generally, West Virginia Courts enforce non-competition agreements that are (1) supported by consideration, (2) ancillary to a lawful contract, and (3) reasonable and consistent with the public interest. Without reviewing your Agreement and finding out more information it is difficult to provide you with a specific answer. Reaching out to a licensed West Virginia contracts attorney would be your best bet to review your specific contract language and provide you with the most accurate response.
Firstly, judicial enforcement of non-compete agreements (often called "Covenants Not to Compete" in WV) is heavily fact-dependent, with consideration given to the reasonableness of the agreement, the legitimate interests of an employer seeking protection, the adverse impact on the employee, and public policy concerns. I would need more information to provide a competent evaluation of these factors in your case.
Secondly, avoiding suit is another subject entirely. Absent some statute or other brightline rule that prohibits competitive restrictions in your industry, the enforceability of any given non-compete is difficult to predict. As a result, a non-compete provision that you consider to be unfair is likely considered by your employer to be very fair. Due to this inherent conflict, there is no guaranteed way to "avoid getting sued."
It will come as no surprise that the recommended course of action is to retain a WV attorney so they may investigate all pertinent facts and give you an informed legal opinion.
Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.
The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.
Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.