X-Message-Number: 19664
From: "davepizer" <>
Subject: Reply to Alan Sinclair
Date: Wed, 31 Jul 2002 10:36:53 -0500

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In a recent post, Alan Sinclair expressed concern that Mike Darwin could not 
help out in a cryonics case for two years, due to a contract Mike had signed.  
Part of Alan's message:

"He is prohibited from providing any service, or even advice, relating to
cryonics, for the next two years, because he recently left his position at
Suspended Animation Inc, and the CEO of this  company, David Shumaker,
has vowed to enforce a clause in Mike's contract  forbidding him from doing
anything in cryonics."

Many years ago, I sold franchises and in them I had a agreement not to compete 
if the franchisee left our group.  When this was tested in court I learned that 
the covenant not to compete cannot be universal. In other words you cannot keep 
a person from working everywhere on the planet.  The agreement had to be 
restricted to a certain area where the company had an established presence.  If 
this were true in Mike's case, then it might be the case that Mike could be 
prohibited from competing in Florida or only where ever Mr. Shumaker's company 
has an established presence.  

Another ruling from my trial was that the company seeking to prohibit the 
employee from competing cannot be so large as to have a monopoly in that area - 
if I would have had a monopoly, then I could not enforce any noncompetitive 
agreement in the area of the monopoly.

The court, in my case, informed me that they have the power to declare the 
agreement void, OR to alter it.  In my case they altered my agreement in a way 
that did not hurt me and I was able to enforce the noncompetitive agreement.  
The bad guys that had tried to violate my agreement were forced to move out of 
my area for a few years.  But they were allowed to do business in areas where I 
did not have a presence.   So in the end, they were allowed to do business far 
away and make a living, and I was protected from them in my area.  We all came 
out ok.

The above is a history that I experienced.  It is not legal advice.  I would 
suggest that Alan advance Mike some money to go see an attorney and get a legal 

David Pizer


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