Connecticut Court Permits Enforcement of Non-Compete with Missing Terms

Posted: Wednesday, June 17, 2009

By: David M. Kight

Topic: Non-Compete Cases

A restrictive covenant agreement signed by an insurance broker was enforceable by her former employer despite the fact that the agreement erroneously omitted key language, the Connecticut Court of Appeals ruled June 11th.    In a unanimous opinion, the Court of Appeals ruled in Hilb Rogal & Hobbs. v. Randall, (CT. App. 2009), overturned a trial court opinion in favor fo the former employee. 

The former employee had been with Hill Rogal & Hobbs and its predecessors (HRH) ) for 18 years when she resigned to work for a competitor.  HRH sued the former employee alleging a violation of her employment agreement, which contained a two-year nonsolicitation covenant.  A key issue in the case was the agreement's specific language and the fact that the agreement appeared to have erroneously omitted prohibitory language sucha s "I will not" or "I shall not" when referring to specific prohibited conduct.  The trial court ruled that the failure to have this language rendered the contract unenforceable.  The Court of Appeals reversed this ruling holding that though there were missing words, the agreement itself was not ambiguous and the intent of the agreement was clear. 

The court opinion can be viewed at http://www.jud.state.ct.us/external/supapp/Cases/AROap/AP115/115AP323.pdf

Note:  Though this case demonstrates that the intent of an agreement can overcome missing language, it does underscore the importance of clearly reading, proofing, and checking non-compete agreements that employees are asked to sign.