Termination Does Not Invalidate A Non-Compete Agreement

by Joseph C. Maya on Feb. 22, 2024


Summary: Built In America, Inc. V. Morris, 2001 Conn. Super. LEXIS 2953

Mr. Michael Morris was the owner of Built In America, Inc. until he sold his entire stock in the company to Mr. Marc Costa in October 2000.  The parties executed a Purchase and Sale Agreement that legally transferred the stock and ownership of the company.  The transaction included an employment contract for an initial period of two years and a non-compete clause that became effective upon Mr. Morris’s termination from the company.

The company terminated Mr. Morris in April 2001 and he proceeded to work in direct competition with his former employer.  Mr. Costa and Built In America sued Mr. Morris for violation of the non-compete agreement and asked the court to enforce the agreement’s provisions.  Mr. Morris argued that the restrictive covenant was null and void because the company had breached the employment agreement when it unlawfully terminated his employment.

The Court’s Decision

The court found in favor of Built In America, ordered the enforcement of the covenant not to compete, and issued an injunction.  There was no dispute over the reasonableness of the covenant, only a dispute over whether it became void when the company allegedly improperly terminated Mr. Morris.  Built In America cited previous Connecticut cases, most notably Robert S. Weiss & Associates, Inc. v. Wiederlight (208 Conn. 525 (1988)), where the court held that termination did not invalidate a non-compete agreement.

Furthermore, the court concluded that the company was justified with respect to its decision to terminate Mr. Morris’s employment, stating that his “behavior was so outrageous that one is left to believe he was inviting his discharge”.  The court ultimately concluded that the covenant was legally binding and ordered its enforcement.

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