Missouri will honor non-compete agreements so long as they are “demonstratively reasonable.” Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835, 841 (Mo. 2012). In other words, a non-compete agreement is enforceable “only to the extent that the restrictions protect the employer’s trade secrets or customer contacts.” Id. at 842. The employer generally has the responsibility to…
Legal Articles
Contracts Shortening The Statute of Limitations
Contracts may contain all sorts of provisions that are agreed upon by the parties. But there are limits created by courts and legislatures. For example, to avoid bypassing the statute of limitations, contractual provisions which shorten the time to file a lawsuit are generally void. Section 431.030, RSMo, in no uncertain terms provides: “[a]ll parts…
Judicial Admissions
The central purpose of any trial is to determine what factually occurred and to determine who wins under the law based on those factual determinations. In litigation, a “judicial admission” is any act “done in the course of judicial proceedings that concedes for the purpose of litigation that a certain proposition is true.” Moore Automotive…
Types of Conversion, Personal Property Misuse
Conversion is the civil claim pertaining to misuse of another’s personal property. It is the “intentional exercise of dominion or control over [personal property] which so seriously interferes with the right of another to control it that the [wrongdoer] may justly be required to pay” for the value of the property. Breece v. Jett, 556…
Sales Commission Violations
Missouri provides a statutory remedy for failure to pay sales commissions. “The sales commission statutes focus on the timely payment of sales commissions earned by a sales representative under contract with a principal.” Lapponese v. Carts of Colorado, Inc., 422 S.W.3d 396, 401 (Mo. App. E.D. 2013). The statute authorizes a recovery of attorney fees and…
Future Lost Profits
The purpose of damages (i.e., a money award from a judge/jury) is to make a plaintiff whole. With a contract case, for instance, the goal is to “restore a plaintiff to the position he would have been in had the contract not been breached.” Lipton Rlty v. St. Louis Housing Authority, 705 S.W.2d 565, 569 (Mo….
Anticipatory Breach by Repudation
A breach of contract occurs when a party fails to adhere to the requirements of a contract. Missouri recognizes the concept of anticipatory breach of contract by repudiation. An anticipatory breach is the equivalent of an actual breach of contract. TDV Transp., Inc. v. Keel, 966 S.W.2d 347, 349 (Mo. App. E.D. 1998). Generally, to establish…
Merger Doctrine, Contracts
A “merger clause” is a common provision in a contract. It will usually state something along the lines of the contract being a “complete and exclusive statement of the agreement.” If a contract is a final, complete agreement, the parol evidence rule prohibits prior or contemporaneous oral agreements which vary or contradict the written terms…
Aggrieved Party, Right to Appeal
Any “aggrieved” party to a final judgment may appeal. Section 512.020, RSMo. To be “aggrieved,” certain requirements must be present. The judgment must “operate prejudicially and directly on the party’s personal or property rights or interests, and such effect must be immediate, not merely a possible remote consequence.” Bi-State Development Agency of Missouri-Illinois Metropolitan Dist….
Contracts: Terminating Third-Party Beneficiary Rights
Certain third-party beneficiaries to a contract may sue for breach of contract. This is true even though they are not a signer to the contract. There are three types: donee, creditor, and incidental. Donee and creditor beneficiaries may sue as a third-party for breach of contract, but incidental beneficiaries cannot. There are certain situations when…