HOW DOES A SALE OF BUSINESS CHANGE YOUR VIRGINIA NON-COMPETE EMPLOYMENT AGREEMENT

Things change. Businesses sell. Companies change hands.

As an employee, it is important to know whether your employment contract signed with Company #1, is still binding when company #2 steps in. What if company #3 purchases all the assets of company #1 but a shell corporation remains? Who is your boss? To whom are you legally bound?

In order to answer these questions under Virginia law, we need to see your contract first and foremost.

Personal service contracts, employment contracts, are not “assignable” from one company to the next unless you agree to that assignment in writing.

If your agreement says your contract is assignable, then you will likely be bound to the terms even if company #1 no longer exists.

If there is no such assignability language in your contract, then the answer depends on how company #2 or #3, obtained company #1.

Take Bank of America and Merrill Lynch for example.

If you were a ML employee, and BofA (or ML for that matter) wants to enforce your non-compete, could you argue the agreement is not assignable? YES, but the smart lawyers who assisted with that deal knew this would be a problem and so ML still exists as a wholly owned subsidiary of BofA. Simply stated, the deal was done in such a way that ML can still enforce their own contracts (or at least that is what they will argue).

So if your business has changed hands, and you want to know where you stand legally, get a copy of your agreement and call our office. We are happy to evaluate and advise.

Lauren Ellerman

Lauren Ellerman

In 2011, Lauren Ellerman was named "Young Lawyer of the Year" by the Roanoke Bar Association for her work in the community. To speak with Lauren about your personal injury case, contact her at lellerman@frithlawfirm.com.