Question about meaning of buy-out agreement phrase, "indirectly solicit or otherwise encourage or entice any current client"

Asked almost 2 years ago - Mesa, AZ

The statement reads, "Dr. XX shall take no action to directly or indirectly solicit or otherwise encourage or entice any current client of the Hospital to remove their business from the Hospital for a period one year from Closing”. I have a Facebook page and website for the new business. If former clients contact me via the FB page or website contact information am I in breach of the contract if I then do business with them? I am not offering any discounts or special offers for former clients. I am unclear as to the legal definition of this phrase.

Attorney answers (3)

  1. Timothy R. Geiger

    Contributor Level 9

    1

    Lawyer agrees

    Answered . The word "indirectly" in that non-compete clause carries a lot of meaning. Violating a non-compete can have significant and long-term consequences. You should be very careful to not give the hospital any reason to pursue claims that you have violated the non-compete provisions. That said, it is also important what the remedy clauses in the contract state are the available remedies for the hospital if you do violate the non-compete clause.

    It would be in your best interest to seek formal advice of counsel about what actions - direct or indirect - you may be able to take, and more importantly about the possibility of renegotiating the non-compete provisions with the hospital.

    If you have further questions, you should contact an experienced attorney for a consultation. Remember, unilateral contact of an attorney through a law firm website, by email or any other written correspondence or telephone DOES NOT create an attorney-client relationship or establish confidentiality or privilege. Also, remember, this is a public forum and anything posted here is not privileged or confidential, so do not post more specific information here or send more specific information to any attorney be email unless specifically requested by the attorney after you have entered an attorney-client relationship by you and the attorney signing a representation agreement. Contact a local attorney for a confidential and privileged consultation, during which you can inquire about and if you elect establish an attorney-client relationship.

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    Good Luck!

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  2. Steven Roger Rensch

    Pro

    Contributor Level 15

    Answered . The way the covenant is worded, I don't think you're in breach. However, because the hospital is not likely to believe you that you did nothing to attract those clients, you may be headed for litigation. Your defense, if so, will depend on the testimony of the transferring clients.

  3. C. Andrew Campbell

    Contributor Level 15

    Answered . I would recommend you take some time, gather current copies of all information in your new website and facebook page for the business and then meet with an experienced attorney. Non-competes and non-compete provisions can be somewhat difficult to enforce in Arizona, especially against doctors. This does not mean that you are not violating the provision there is no real way to answer that question without additional information; however, it is difficult to envision a scenario where the presence of a website or facebook page about a new business is going to be considered solicitation. Good luck.

    This information is provided for general informational purposes and is not intended as legal advice. An attorney... more
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