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period of 3 years. We find that these limits were reasonably
drawn to keep them from competing with State Supply.
g. Enforceability Under State Law
The buyers were told by their attorney that the covenants
would be virtually nonenforceable in equity and that their only
recourse would be to obtain a refund of the moneys paid for the
covenants. Respondent admits on brief that State law provided
such a remedy.
h. Age and Health of Grantors
Respondent concedes that Holliday and Beaurline had no
apparent health problems. Their age is not in the record.
i. Whether Payments Were Pro Rata to the Grantors' Stock
Ownership
Although Holliday owned approximately 50 percent more stock
than Beaurline, she received the same amount under the noncompete
agreements as Beaurline. These non-pro rata payments indicate
that something other than stock was purchased.
j. Whether Payments Cease Upon Breach or Upon the Death of
a Grantor
The noncompete agreements called for payments to be made
into escrow in the event of the grantors' breach. However, the
payments were to be continued upon the death of a grantor. This
factor supports respondent.
k. Active Negotiations Over Terms and Value
There were active negotiations over the terms of the
covenants; the term was lowered from 5 to 3 years. The value of
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