361 P.3d 824
Wyo.2015Background
- Sale of accounting practice and goodwill for $350,000; $15,000 allocated to the non-compete; Rosenberg signed the non-compete with Soumas and Pope as purchaser; five-year non-compete plus a five-year limited covenant; Rosenberg worked for Pope then District as office manager with incidental accounting duties; dispute over whether employment with the District violated the non-compete and whether Pope could stop payment on the promissory note.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Rosenberg violated the non-compete by working for the District | Rosenberg’s District job falls within the limited exception. | The district job involves CPA work for a client of the practice, violating the clause. | Rosenberg did not violate the non-compete; within the exception. |
Key Cases Cited
- Holland v. Holland, 35 P.3d 409 (Wyoming 2001) (strict construction of employment covenants; reasonableness considerations)
- Preston v. Marathon Oil Co., 277 P.3d 81 (Wyoming 2012) (reasonableness and scope of covenants ancillary to sale of business)
- Claman v. Popp, 279 P.3d 1003 (Wyoming 2012) (contract interpretation; read contract as a whole; avoid meaningless provisions)
- Wallop Canyon Ranch, LLC v. Goodwyn, 351 P.3d 943 (Wyoming 2015) (contract interpretation and context-driven analysis)
- Amoco Prod. Co. v. EM Nominee P'ship Co., 2 P.3d 534 (Wyoming 2000) (interpretation when contract terms are clear; no rewriting of terms)