When salespeople in California’s dynamic tech economic system transition between jobs, the worth they carry to their new firm is usually their buyer relationships. Startup founders and salespeople contemplating becoming a member of opponents typically assume persevering with to keep up these buyer relationships is noncontroversial given California’s well-known coverage favoring employment mobility and outlawing non-competition agreements.
But California commerce secret regulation concerning the flexibility of salespeople to solicit these prospects as soon as they leap to a competitor is more and more confused and fails to offer significant steerage on what kind of conduct is permissible. Thus, a salesman’s transfer from their present firm to a competitor is dangerous given it’s unclear whether or not and to what extent they’ll proceed servicing purchasers or contacts they beforehand labored with.
A salesman working for a value-added reseller (VAR), for example, ought to perceive what they’re stepping into earlier than transferring to a competitor — they might danger longstanding relationships with authentic gear producers (OEMs) and finish customers. This text explains the conflicting regulation on this difficulty in order that salespeople planning on leaping ship, and the businesses contemplating hiring them, will be knowledgeable concerning the present authorized panorama.
California regulation invalidates non-competition agreements
Within the overwhelming majority of states, employers can, and do, require staff to enter into some type of non-competition settlement in alternate for continued employment.1 In distinction, California has a long-standing coverage of favoring employment mobility over an employer’s issues. California’s coverage is embodied in Enterprise and Professions Code part 16600, which gives: “Besides as supplied on this chapter, each contract by which anybody is restrained from partaking in a lawful career, commerce, or enterprise of any sort is to that extent void.”
California courts “have constantly affirmed that part 16600 evinces a settled legislative coverage in favor of open competitors and worker mobility” that’s meant to “make sure that each citizen shall retain the fitting to pursue any lawful employment and enterprise of their selection.”2 The coverage additionally permits California employers to “compete successfully for probably the most proficient, expert staff of their industries, wherever they might reside.”3 Accordingly, not like in most states, the “pursuits of the worker in [their] personal mobility and betterment” usually outweigh the “aggressive enterprise pursuits of the employers.”4
Courts have broadly utilized part 16600, invalidating non-competition agreements, which might prohibit or limit an worker from leaving to work for a competitor.5 Importantly, courts have additionally invalidated contractual provisions purporting to limit an worker’s capacity to go away after which solicit the corporate’s prospects.6 In different phrases, a salesman can’t be contractually precluded from leaving their firm, becoming a member of a competitor and persevering with to solicit, service and talk with their former firm’s purchasers. Moreover, with restricted exceptions, California courts will disregard a “selection of regulation” provision purporting to mandate that the courtroom comply with the regulation from a state that enforces noncompetes.7