Non-Compete Jurisdiction Question
March 17, 2013 1:38 PM   Subscribe

My company wants me to sign a non-compete contact but the document does not specific what state's laws the contract will fall under. I live in MD. The company is based in DC and is registered in DE. What state laws apply?
posted by Spurious to Work & Money (8 answers total)
 
More detail: The company has no presence in Delaware, it is simply registered there for tax reasons.

Just to be clear, I am asking whether Delaware, DC, or Maryland's laws apply to the contract.
posted by Spurious at 1:41 PM on March 17, 2013


Where is your work location? I believe that is the jurisdiction that governs your workplace.
posted by elmay at 1:43 PM on March 17, 2013


@elmay The company's offices are, and have always been, located in DC. I work in those offices.
posted by Spurious at 1:44 PM on March 17, 2013


It's not just registered in Delaware for tax reasons, it's also registered there because Delaware laws are famously pro-company.

You'll want to check with your company's in-house counsel (contact HR). How much negotiation is available on this contract? You may be able to insert your own choice-of-law clause. You should check with a local DC lawyer first, though.
posted by mibo at 2:20 PM on March 17, 2013


Checking with a lawyer is advisable, for one question: is there any difference between Maryland and D.C. law on this issue?

I doubt that Delaware law will apply, since it has minimal connection to your job and its duties.
posted by yclipse at 2:35 PM on March 17, 2013


There is no reason the law of Maryland would apply. You may live there but the work is done, or at least based, in D.C. Absent some specific provision about applying Delaware law, the same logic would apply. That's just where the corporation "lives". From your brief facts it appears that the contract will be signed in D.C. and performed in D.C.
posted by uncaken at 4:10 PM on March 17, 2013


Choice of law is a complicated area of law, especially in the case of contracts which do not contain a choice-of-law clause. To get a sense of the considerations, you might take a look at this recent law review article, starting at page 952. If you need an actual answer or prediction about this question, you really do need legal advice.
posted by willbaude at 4:56 PM on March 17, 2013


Are they asking you to sign this after you've already been employed there for a while? They need to give you "consideration", ie a raise or bonus or promotion.
posted by PSB at 6:27 AM on March 18, 2013


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