Friday, February 16, 2007

Non-competition agreements - who is the competitor?

An interesting story from the International Herald Tribune's business page caught my eye:

BOSTON: An odd legal fight has emerged between TJX and Pier 1 Imports, both of them U.S. home furnishing chains, over what defines a competitor.

At issue is Alex Smith, a 54-year-old TJX executive whom Pier 1 hired last month. Days after resigning, Smith received a letter from TJX threatening to sue him over a noncompete clause. TJX also informed Smith that it would not pay him millions of dollars owed in incentive and retirement plans for taking the job.

Pier 1 got a restraining order Tuesday against TJX to prevent it from suing Smith. Even though Pier 1 and TJX both sell home goods, Pier 1 says TJX is not a competitor.

Why? Because Pier 1 sells full-price merchandise, mostly its own brands, and TJX sells discounted products, usually overruns, off-season or discontinued items, at its T.J. Maxx, Marshalls, and HomeGoods stores.

This scenario seems odder when one considers that non-compete agreements are a way of protecting trade secrets. See my post here about combining non-disclosure agreements with a non-competition agreement. So I have to wonder just what trade secrets belonging to TJX would benefit Pier One?

Also, I find Pier One's striking first with an injunction to be interesting. Aggressive without being stupid is a good thing in my mind. I suppose they could have also coupled it with a declaratory judgment suit. That would give them the benefit of having shield (the injunction) and a lance (declaratory judgment). The former protects Pier One's interest in having an employee at work and the latter to punch a hole in TJX's non-competition claim.

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