Sale of Business - Noncompetition Agreement - Asset Purchase Transaction
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FAQ
In most cases, the court will rule in favor of the agreement if the employer can meet certain conditions. This is true regardless of the reason the employee left the company. However, not all non-compete agreements are fully enforceable under the law.
If a business has a major change in ownership, (the sale of a business, for example), part of the terms of the sale may be the assignment of the contract to the new owner.As part of the buy/sell process, a new contract may be substituted for a previous contract, with the agreement of both parties.
These will include the purchase price, of course, and bills of sale, assignment and assumption agreements, intellectual property assignments, real property transfer documents and so on, as well as any legal opinions, employment agreements, escrow agreement and other ancillary documents.
The U.S. Court of Appeals for the Eighth Circuit issued a decision in July 2016 stating that a non-compete agreement could be enforced by a company that bought all the assets of the employer.
Non-Compete Unaffected if Company Maintains ExistenceIf the acquisition is a stock purchase and the acquired company (we'll call it Company B) maintains a separate existence, the non-compete is unaffected. Company B will still be around to enforce the Agreement.
Voiding a non-compete contract is possible in certain circumstances. For instance, if you can prove that you never signed the contract, or if you can demonstrate that the contract is against the public interest, you may be able to void the agreement.
Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) where company shares, title to assets, and title to liabilities are also sold.
Once the basic terms of the asset sale are agreed, the buyer's solicitor will normally draft the contact of sale. These legal agreements are usually complex and will need to be reviewed by the seller and their solicitor and any amendments agreed between both parties.
An asset purchase agreement or APA is a legally binding document that outlines the terms and conditions of the purchase and sale of some or all of a company's assets.