Non-compete from Mass. company, working in CA

[CAworker333]

What is the name of your state (only U.S. law) CA/MASS

I have received a job offer and along with it came a year long non-compete clause. It is incredibly vague and does not provide specifics into companies or location.

This is a Massachusetts based company but the job is in California.

I know that both states have VERY different legal precedents for non-compete clauses but I am unsure of how protected I am with CA employment law if I work for a Mass. based company.

I have said I will not sign the property right agreement until I have some more specifics in writing regarding the location of this clause and how it pertains to my rights as a CA employee.

Does anyone have any information/advice for what i should be expecting/asking for in this negotiation and what my rights are in the situation?

Thank you!

 

[Zigner]

What you are asking is beyond the scope of this forum. I would suggest that you have your non-compete reviewed by a local attorney.

 

[davew128]

My guess is that the laws of the state the employment is performed in will govern. That company is based in Mass is really irrelevant especially since they will be subject to the laws of whatever state they operate in with regards to their operations in those states.

 

[Zigner]

My guess is that the laws of the state the employment is performed in will govern. That company is based in Mass is really irrelevant especially since they will be subject to the laws of whatever state they operate in with regards to their operations in those states.

Careful - one of the exceptions in CA about non-compete's is whether they are entered in to based on another state's laws.

 

[latigo]

What is the name of your state (only U.S. law) CA/MASS

I have received a job offer and along with it came a year long non-compete clause. It is incredibly vague and does not provide specifics into companies or location.

This is a Massachusetts based company but the job is in California.

I know that both states have VERY different legal precedents for non-compete clauses but I am unsure of how protected I am with CA employment law if I work for a Mass. based company.

I have said I will not sign the property right agreement until I have some more specifics in writing regarding the location of this clause and how it pertains to my rights as a CA employee.

Does anyone have any information/advice for what i should be expecting/asking for in this negotiation and what my rights are in the situation?

Thank you!

With some exception not applicable here non compete covenants are illegal in California and will not be enforced regardless of the state in which the agreement was made. Even if the contract expressly provides that the law of another state are to apply.

See: California Business Code Section 16600; Frame v. Merrill Lynch, Pierce, Fenner & Smith (1971) 20 Cal.App.3d 668

 

[Zigner]

With some exception not applicable here non compete covenants are illegal in California and will not be enforced regardless of the state in which the agreement was made. Even if the contract expressly provides that the law of another state are to apply.

See: California Business Code Section 16600; Frame v. Merrill Lynch, Pierce, Fenner & Smith (1971) 20 Cal.App.3d 668

If the contract is entered in to in MA, then it may very well be enforceable.

 

[latigo]

If the contract is entered in to in MA, then it may very well be enforceable.

Perhaps you would be better informed by reading the following excerpt from Frame vs. Merrill Lynch et al.

"We recognize that the choice-of-law question is not foreclosed by the existence of an applicable California statute where New York State has substantial contacts with the transaction and the parties, if no attempt to evade California law appears.

But an agreement designating applicable law will not be given effect if it would violate a strong California public policy. (Ury v. Jewelers Acceptance Corp. (1964) 227 Cal.App.2d 11, 20 [38 Cal.Rptr. 376]; cf. People v. Globe & Rutgers Fire Ins. Co. (1950) 96 Cal.App.2d 571, 575 [216 P.2d 64] [upholding contract provisions designating applicable law].)

Here Business and Professions Code section 16600 explicitly declares that "every contract by which anyone is retrained from engaging in a lawful profession, trade, or business of any kind is to the extent void." The California Supreme Court in Muggill v. Reuben H. Donnelley Corp., supra, 62 Cal.2d 239, at page 242, has on closely similar facts held a forfeiture provision to be invalid.

We conclude from the California Supreme Court's treatment of the problem that section 16600 does represent a "strong public policy" of this state. Therefore the agreement for application of New York law must not be allowed to defeat that policy."

 

[Zigner]

All fine and dandy...

...if the OP is sued in CA.

 

[davew128]

All fine and dandy...

...if the OP is sued in CA.

If sued in MA, the suit could be challenged on jurisdictional and due process grounds.

 

[Zigner]

If sued in MA, the suit could be challenged on jurisdictional and due process grounds.

I will grant that you are likely correct...unless this is a temporary position and the OP returns to MA. The OP wasn't clear on the nature of the position.

Again, y'all are probably right