Consideration

News & Analysis as of

Wis. Supreme Court Accepts New Case: When Are Covenants Not to Compete Illusory for At-Will Employees?

Last month, the Wisconsin Supreme Court accepted the Court of Appeals’ certification in Runzheimer Int’l, Ltd. v. Friedlen, No. 13AP1392 (Apr. 15, 2014). The intermediate appellate court had certified the following question:...more

Top Ten Issues when Drafting International Agreements – Part II

Method of Payment. If you’re the party providing the goods or services under the agreement, you want to be sure you get the consideration you bargained for. Any fool knows that, but international contracts can make...more

UWOA Exception Does Not Apply to Noncompete Agreements in Pennsylvania

The Pennsylvania Superior Court recently reaffirmed Pennsylvania’s longstanding position that employers must provide valuable consideration to employees who enter into noncompete agreements. In a case of first impression, the...more

Pennsylvania Appellate Court Finds Uniform Written Obligations Act Inapplicable to Covenants Not to Compete

In a case of first impression, the Pennsylvania Superior Court (one of Pennsylvania’s two state appellate courts) recently issued a ruling in Socko v. Mid-Atlantic Systems of CPA, Inc. (“Socko”), 1223 MDA 2013 (May 13, 2014),...more

Pennsylvania Superior Court Rules that Employers Must Provide Additional Consideration to Bind Current Employees to a Non-Compete...

In Socko v. Mid-Atlantic Systems of CPA, Inc., 2014 WL 1898584 (Pa. Super. Ct. 2014), a case of first impression, the Pennsylvania Superior Court ruled that simply reciting, in a non-competition agreement with a current...more

Pa. Superior Court: ‘Valuable Consideration’ Required for Employer Enforcement of Non-Compete Agreement

In a case of first impression, a Pennsylvania appellate court recently held that contractual language satisfying the state’s Uniform Written Obligations Act (UWOA)—that is, a statement that the parties “intend to be legally...more

Prepare To Consider Your Former Employees Your New Competition

There’s nothing that gets employers more fired up than a former employee jumping ship to join a competitor. But, in an effort to prevent such future angst, you’ve had your employees sign a non-compete. You’re golden, right?...more

Pennsylvania Court Refuses to Enforce Non-Competition Agreement; Holds that Continued Employment Alone is Insufficient...

Most jurisdictions in the United States hold that continued employment constitutes sufficient consideration in exchange for entering into a non-competition agreement. A handful of jurisdictions however – Minnesota, North...more

Employers Must Provide "Valuable Consideration" To Current Employees When Entering A Non-Compete Agreement During Employment

In a case of first impression for the appellate courts of this Commonwealth, the Pennsylvania Superior Court recently ruled in Socko v. Mid-Atlantic Systems of CPA, Inc. that language contained in an employment agreement...more

Pennsylvania Superior Court Confirms that Valuable Consideration Required for Non-Compete Agreement Entered Into After...

Through its decision in Socko v. Mid-Atlantic Systems of CPA, Inc., No. 1223, 2014 WL 1898584 (Pa. Super. Ct. May 13, 2014), the Pennsylvania Superior Court has confirmed that a restrictive covenant entered into after the...more

Meandering Through Minutiae – How The Type of Consideration Can Determine The Need For Shareholder Approval

Section 1001 of the California Corporations authorizes a corporation to sell all or substantially all of its assets when the principal terms are approved by the board of directors and the outstanding shares (unless the...more

N.C. Business Court Weighs In On Enforcement of Restrictive Covenants Following Aquisition of a Company

Your company acquires another company through merger or stock purchase. You require the key employees of the acquired company to sign new employment agreements which provide for similar pay, benefits and job duties – but...more

Act Now Advisory: Since Fifield Is Not Going Away Any Time Soon, Illinois Employers Should Consider Revising the Consideration...

In June 2013, the Illinois Appellate Court for the First District (i.e., Cook County) held that, absent other consideration, two years of employment is required for a restrictive covenant to be deemed supported by adequate...more

Twas the Night Before Christmas -- Non-Compete Style

Twas the night before Christmas, when all through the company; A disgruntled employee kept saying “please jump with me.” She was trying to line up a grand, mass departure; Of which she was certain no one could...more

Illinois Supreme Court Lets Ruling Stand Requiring Two Years of Employment to Support Restrictive Covenant

The enforceability of post-employment restrictive covenants in Illinois suffered a set back on October 14, 2013, when the Illinois Supreme Court refused to review an appellate decision that held that two years of employment...more

Illinois Supreme Court’s Refusal To Review Restrictive Covenant Decision Leaves Employers With Uncertainty

The Illinois Supreme Court’s recent refusal to review the Illinois Appellate Court’s controversial decision in Fifield v. Premier Dealer Services, Inc., No. 1-12-0327, 2013 IL App (1st) 120327 (Jun. 24, 2013) leaves employers...more

Delaware Chancery Court Finds Merger "Entirely Fair" to Common Stockholders Despite the Merger Leaving Common Stockholders With No...

In In re Trados Inc. Shareholder Litigation, Case No. 1512-VCL, 2013 Del. Ch. LEXIS (Del. Ch. Aug. 16, 2013), Vice Chancellor Laster of the Court of Chancery of the State of Delaware resolved the long-pending dispute...more

Illinois Employers Face Decision as Appellate Court Limits Offer of At-Will Employment as Consideration for Competition...

The First District of the Illinois Appellate Court (which covers Cook County) recently ruled that at-will employment is inadequate consideration for a new hire’s agreement to post-termination competition restrictions, unless...more

Applying the Supreme Court’s Decision in Actavis: Consideration Value Comparisons by Courts Approving Reverse Payment Settlements

In FTC v. Actavis, the Supreme Court held that “reverse payment” pharma patent settlements within the scope of the patent may (or may not) violate the Sherman Act.1 The majority opinion in Actavis explained that Hatch-Waxman...more

Pennsylvania Supreme Court enforces covenant not-to-compete executed weeks after employee signed offer letter –– despite absence...

The Pennsylvania Supreme Court recently held that an employee’s covenant not-to-compete, agreed-to nearly a month after the employee returned a signed offer letter, is enforceable without the provision of new consideration....more

For Your Consideration (Lots and Lots of Consideration)

Two years is a long time for an employee to stay in one place. According to the US Department of Labor’s Bureau of Labor Statistics, over one quarter of all US jobs have tenures of less than two years....more

Noncompete News: Illinois Appellate Court Finds Restrictive Covenant Unenforceable; Continued Employment Of At Least Two Years...

In a decision handed down June 24, 2013, the Illinois Appellate Court, First District, found a restrictive covenant unenforceable due to lack of adequate consideration. ...more

You've Got The Job, Details Will Follow - Employment Offer Letters & Non-Compete Agreements

In Pennsylvania, a non-compete agreement (NCA) must be supported by legal "consideration" in order to be enforceable....more

Court of Appeals Finds The Phrase "Other Good And Valuable Consideration" In A Contract To Be A Clear And Unambiguous Statement

In Schron v. Troutman Saunders LLP, 2013 NY Slip Op 00952 (N.Y. Feb 24, 2013), the New York Court of Appeals held that the phrase “other good and valuable consideration” within a contract was not ambiguous, and therefore...more

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