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Ive seen a few articles like this on HN. Im a shop mechanic for a small chain of auto/truck repair stores in the midwest, and it got me thinking about the fine

Ive seen a few articles like this on HN. Im a shop mechanic for a small chain of auto/truck repair stores in the midwest, and it got me thinking about the fine-print I signed when I hired on. Mostly taxes and sexual harassment stuff, but reading the details over a cup of coffee this morning It seems I did sign a non-compete. Worse yet, I asked my boss about the non-compete and she just shrugged and said she didnt know what it was for, but that HR must have put it there. I wandered over to HR and they confessed they did not know when this was added either but it must have been something the owner wanted. The owner and I have shared a few beers together, so I tapped on his door to ask about it. After calming him down and reassuring him he wasnt about to lose me, he admitted the "non compete" was something his attorneys told him to add. They mentioned Google and Uber as examples. After a few confused questions, he agreed to call a meeting with the managers and his attorneys and figure out if we really do need a non-compete, or if the lawyers are just making work.

adrianN 8y ago
Good job! Lawyers being the source of overly complex contracts sounds plausible.
- jkaplowitz 8y ago
  Totally agreed, including in this case. But just as true is that lawyers often provide contract wording that is essential for smooth resolution of disputes when they do arrive. Lawyers should be persuaded by clients and peers to keep things as simple as fits the bill, not dropped entirely from the drafting of important contracts.
  - Klathmon 8y ago
    I've always thought of lawyers like software developers in this case. If you give either of them carte blanche, they will tend to create overly complex and expensive systems. It's not even malicious or self-serving (at least I'd like to think it's not), but more that their jobs revolve around "edge cases", and without something to reel them back they will try their hardest to cover them all. I wonder if the software development adage of "good software is defined by what it does, great software is defined by what it doesn't do" applies to law?
    - deleted 8y ago
      [deleted]
    - gowld 8y ago
      A lawys giving a small client a bog-standard contract form is the good kind of development -- simple off-the-shelf solution that makes minimal fuss for maximal benefit.
- howard941 8y ago
  You might find it amusing to learn that non-competes are generally unenforceable against attorneys on grounds that it'd be denying the client the choice of her counsel...
onion2k 8y ago
Your boss sounds like a decent person. That's going to have more of an impact in keeping staff from leaving than any non-compete clause.
jkaplowitz 8y ago
If it helps you persuade them to drop the non-compete, when I worked for Google in 2011-2015 and in my earlier internship for them in 2006, Google didn't use non-competes for any of their employees anywhere in the US. This was probably for consistency across the country, since many of their employees are based at their California headquarters where all non-competes (except for a small edge case in the context of selling a company) are disallowed by law. The same law applies to Uber's California employees, which includes those at their HQ. I don't know if they've subsequently added a non-compete for US employees outside of California, or if they have ever used one for their international employees, but I honestly doubt both. I wouldn't be surprised if their contractors and vendors have worse legalese where the law allows, though. Glad you followed up, interesting data point!
- cpcallen 8y ago
  My 2007 UK contract contained a non-compete clause. Actually, this was in the confidentiality and IP assignment agreement, which was separate from the main employment contract, and as it happened I only ever signed the latter. But you are right about "worse legalese": in 2017 I came back as a temp, and was asked to sign an agreement containing an clause asserting I was authorized to receive materials subject to ITAR. I pointed out that only Americans (citizens or permanent residents) are so authorized, and that as I was not American I could therefore not sign it. I proposed striking the offending assertion and was told that I could not start until I signed the unmodified agreement. Apparently every other UK TVC had signed this without objection. Eventually, though contacts inside Google, I managed to get them to see sense and issue a version of the document I could sign, but this took several weeks. Mind-bogglingly, when I returned as a temp this year my start was again delayed for several weeks for exactly the same reason.
  - jkaplowitz 8y ago
    Fascinating. I guess they figured they had to have markedly different language for the UK anyway, so maybe they would take whatever they could get away with. I should clarify that the US legalese did.have a 1-year post-employment non-sovereigntist, as is the US tech industry standard, and that even the California courts would probably find a duty not to compete during employment. But there was no post-employment non-compete. The ITAR thing sounds like a bureaucracy that simply doesn't know how to reliably fix a wording bug in this area. I'm sure Google's FTE legalese has changed a bunch since 2007, though. Amusingly, back in 2006, they still included interns in the company retirement plan, including matching contributions; while I appreciated it, that's definitely outside the norm, and they've since dropped that. My guess is that they initially drafted the retirement plan legalese without thinking to exclude interns, and then followed their own rules until they got enough interns to make it worthwhile to revise those rules.
Patrick_Devine 8y ago
It's really important that you did this, and even more important that you document that you did it. I know it probably seems obvious, but an agreement is more than a piece of paper that someone has signed. Written contracts _help_ to determine intention, but they can be superseded by oral contracts if the intention of the contract changes. I once sat as a juror on a pretty nasty trial involving a contract where both parties disputed over the signature. We had to sit through days of testimony from professional handwriting forensics specialists over who they thought had signed a particular agreement. Was the signature valid, or was it forged? In the end, it didn't matter. The two parties acted in such a way to form a different oral contract, and it was their actions which lead to the jury determining the outcome of the trial. The contract was a piece of the puzzle, but it's not the _only_ piece of the puzzle. One party acted in a way as to misrepresent what was in the written contract, and that was used to determine fault.
- lowercased 8y ago
  Thanks. I have an attorney friend who gave similar input. I had someone not pay me for work 10 years ago. I filed a lawsuit, and... got back 20 page document about all the reasons they said they didn't owe me. One was we didn't have a written contract. Well, I'd signed their contract, and sent it back, but never got a countersigned copy, and they're claiming they never agreed to it. Another was 'laches' - I waited too long. Work was done a bit in April, then I was away for a week, then wrapped up basically by end of May - maybe 6-7 weeks in total. No money in June, lies in July ("it's coming, I sent it, etc") and then I filed suit in August. Another was I'd waived my right to payment because in an IM I told the guy I was working for that I could wait a bit until he got paid. They took that as I was waiving my right to ever be paid. I have to go find all my paperwork and screenshots now because - 10 years later - my court date is set for Dec. I had dozens (hundreds?) of emails and IM screenshots acknowledging receipt of invoice, promising payment, saying work was done, final client approved, etc. Email threads about all the work over several weeks. At no point during any of that working project was there any "whoah, what's the invoice for? who are you? why are you working on this project?" The totality of the working relationship was that I was working on something with the understanding that they would pay, and there are multiple assurances that they would, in fact, pay. Yes, lack of 'written contract' was one piece, but the totality of the picture will hopefully weigh in my favor (but I gotta find all my stuff and get to court now - it's in another state!). FWIW, first invoice was submitted, and the 'contract' (which they didn't countersign) stated invoices would be paid within 3 weeks. Not unreasonable, and faster than some other places I've worked for. Problem was, the rest of the project was completed in the next 3 weeks. BIG lessons learned on this one.
ravenstine 8y ago
> After a few confused questions, he agreed to call a meeting with the managers and his attorneys and figure out if we really do need a non-compete, or if the lawyers are just making work. I just want to say that I'm super impressed that happened at all. Nice work!
malkia 8y ago
You are awesome, and brave!
bitwize 8y ago
I was once given an employment contract upon starting a new job, which I read carefully. One clause granted the company the right to use my name, voice, and likeness in any marketing material they produce. I objected, stating that I didn't want them using my name, voice, or likeness for marketing purposes at all (administrivial stuff, like work ID badges, etc. was okay and couldn't be helped). I felt strongly enough about it that I was prepared to walk out of the office and forgo the job if they didn't acquiesce. HR drew up a new contract without the offending clause that very day. Point being, if you don't like a bit in your contract, challenge it. They may just take it out to not have to start their hiring process over again. You have to be unafraid to lose the job, but losing the job is nothing compared to being sued over cripplingly onerous contract terms.
- ghaff 8y ago
  Some things I'm sure are more negotiable than others. That clause in particular is sort of unusual. TBH, most companies probably feel they can use the names and likenesses of their employees in connection with their business without asking anu kind of special permission. I'm admittedly in a mostly externally-facing role but I know I'm plastered all over the place and I don't think I've ever given any kind of special permission.
- flukus 8y ago
  Was it a perpetual grant? Imagine if they plastered your face on a billboard, if you quit, ending the contract, you could then charge royalties.
michaelmrose 8y ago
There is nobody on earth that NEEDS a non-compete. If a party can leave your business and take your customers with them they were the valuable party in the relationship and have every right to take that value with them when they leave. Its about decreasing agency of those with more useful skills but not much money to ensure more predictable returns for those with more money than skills.

adrianN 8y ago

Good job! Lawyers being the source of overly complex contracts sounds plausible.

jkaplowitz 8y ago
Totally agreed, including in this case. But just as true is that lawyers often provide contract wording that is essential for smooth resolution of disputes when they do arrive. Lawyers should be persuaded by clients and peers to keep things as simple as fits the bill, not dropped entirely from the drafting of important contracts.
- Klathmon 8y ago
  I've always thought of lawyers like software developers in this case. If you give either of them carte blanche, they will tend to create overly complex and expensive systems. It's not even malicious or self-serving (at least I'd like to think it's not), but more that their jobs revolve around "edge cases", and without something to reel them back they will try their hardest to cover them all. I wonder if the software development adage of "good software is defined by what it does, great software is defined by what it doesn't do" applies to law?
  - deleted 8y ago
    [deleted]
  - gowld 8y ago
    A lawys giving a small client a bog-standard contract form is the good kind of development -- simple off-the-shelf solution that makes minimal fuss for maximal benefit.
howard941 8y ago
You might find it amusing to learn that non-competes are generally unenforceable against attorneys on grounds that it'd be denying the client the choice of her counsel...

onion2k 8y ago

Your boss sounds like a decent person. That's going to have more of an impact in keeping staff from leaving than any non-compete clause.

jkaplowitz 8y ago

If it helps you persuade them to drop the non-compete, when I worked for Google in 2011-2015 and in my earlier internship for them in 2006, Google didn't use non-competes for any of their employees anywhere in the US. This was probably for consistency across the country, since many of their employees are based at their California headquarters where all non-competes (except for a small edge case in the context of selling a company) are disallowed by law. The same law applies to Uber's California employees, which includes those at their HQ. I don't know if they've subsequently added a non-compete for US employees outside of California, or if they have ever used one for their international employees, but I honestly doubt both. I wouldn't be surprised if their contractors and vendors have worse legalese where the law allows, though. Glad you followed up, interesting data point!

cpcallen 8y ago
My 2007 UK contract contained a non-compete clause. Actually, this was in the confidentiality and IP assignment agreement, which was separate from the main employment contract, and as it happened I only ever signed the latter. But you are right about "worse legalese": in 2017 I came back as a temp, and was asked to sign an agreement containing an clause asserting I was authorized to receive materials subject to ITAR. I pointed out that only Americans (citizens or permanent residents) are so authorized, and that as I was not American I could therefore not sign it. I proposed striking the offending assertion and was told that I could not start until I signed the unmodified agreement. Apparently every other UK TVC had signed this without objection. Eventually, though contacts inside Google, I managed to get them to see sense and issue a version of the document I could sign, but this took several weeks. Mind-bogglingly, when I returned as a temp this year my start was again delayed for several weeks for exactly the same reason.
- jkaplowitz 8y ago
  Fascinating. I guess they figured they had to have markedly different language for the UK anyway, so maybe they would take whatever they could get away with. I should clarify that the US legalese did.have a 1-year post-employment non-sovereigntist, as is the US tech industry standard, and that even the California courts would probably find a duty not to compete during employment. But there was no post-employment non-compete. The ITAR thing sounds like a bureaucracy that simply doesn't know how to reliably fix a wording bug in this area. I'm sure Google's FTE legalese has changed a bunch since 2007, though. Amusingly, back in 2006, they still included interns in the company retirement plan, including matching contributions; while I appreciated it, that's definitely outside the norm, and they've since dropped that. My guess is that they initially drafted the retirement plan legalese without thinking to exclude interns, and then followed their own rules until they got enough interns to make it worthwhile to revise those rules.

Patrick_Devine 8y ago

It's really important that you did this, and even more important that you document that you did it. I know it probably seems obvious, but an agreement is more than a piece of paper that someone has signed. Written contracts _help_ to determine intention, but they can be superseded by oral contracts if the intention of the contract changes. I once sat as a juror on a pretty nasty trial involving a contract where both parties disputed over the signature. We had to sit through days of testimony from professional handwriting forensics specialists over who they thought had signed a particular agreement. Was the signature valid, or was it forged? In the end, it didn't matter. The two parties acted in such a way to form a different oral contract, and it was their actions which lead to the jury determining the outcome of the trial. The contract was a piece of the puzzle, but it's not the _only_ piece of the puzzle. One party acted in a way as to misrepresent what was in the written contract, and that was used to determine fault.

lowercased 8y ago
Thanks. I have an attorney friend who gave similar input. I had someone not pay me for work 10 years ago. I filed a lawsuit, and... got back 20 page document about all the reasons they said they didn't owe me. One was we didn't have a written contract. Well, I'd signed their contract, and sent it back, but never got a countersigned copy, and they're claiming they never agreed to it. Another was 'laches' - I waited too long. Work was done a bit in April, then I was away for a week, then wrapped up basically by end of May - maybe 6-7 weeks in total. No money in June, lies in July ("it's coming, I sent it, etc") and then I filed suit in August. Another was I'd waived my right to payment because in an IM I told the guy I was working for that I could wait a bit until he got paid. They took that as I was waiving my right to ever be paid. I have to go find all my paperwork and screenshots now because - 10 years later - my court date is set for Dec. I had dozens (hundreds?) of emails and IM screenshots acknowledging receipt of invoice, promising payment, saying work was done, final client approved, etc. Email threads about all the work over several weeks. At no point during any of that working project was there any "whoah, what's the invoice for? who are you? why are you working on this project?" The totality of the working relationship was that I was working on something with the understanding that they would pay, and there are multiple assurances that they would, in fact, pay. Yes, lack of 'written contract' was one piece, but the totality of the picture will hopefully weigh in my favor (but I gotta find all my stuff and get to court now - it's in another state!). FWIW, first invoice was submitted, and the 'contract' (which they didn't countersign) stated invoices would be paid within 3 weeks. Not unreasonable, and faster than some other places I've worked for. Problem was, the rest of the project was completed in the next 3 weeks. BIG lessons learned on this one.

ravenstine 8y ago

> After a few confused questions, he agreed to call a meeting with the managers and his attorneys and figure out if we really do need a non-compete, or if the lawyers are just making work. I just want to say that I'm super impressed that happened at all. Nice work!

malkia 8y ago

You are awesome, and brave!

bitwize 8y ago

I was once given an employment contract upon starting a new job, which I read carefully. One clause granted the company the right to use my name, voice, and likeness in any marketing material they produce. I objected, stating that I didn't want them using my name, voice, or likeness for marketing purposes at all (administrivial stuff, like work ID badges, etc. was okay and couldn't be helped). I felt strongly enough about it that I was prepared to walk out of the office and forgo the job if they didn't acquiesce. HR drew up a new contract without the offending clause that very day. Point being, if you don't like a bit in your contract, challenge it. They may just take it out to not have to start their hiring process over again. You have to be unafraid to lose the job, but losing the job is nothing compared to being sued over cripplingly onerous contract terms.

ghaff 8y ago
Some things I'm sure are more negotiable than others. That clause in particular is sort of unusual. TBH, most companies probably feel they can use the names and likenesses of their employees in connection with their business without asking anu kind of special permission. I'm admittedly in a mostly externally-facing role but I know I'm plastered all over the place and I don't think I've ever given any kind of special permission.
flukus 8y ago
Was it a perpetual grant? Imagine if they plastered your face on a billboard, if you quit, ending the contract, you could then charge royalties.

michaelmrose 8y ago

There is nobody on earth that NEEDS a non-compete. If a party can leave your business and take your customers with them they were the valuable party in the relationship and have every right to take that value with them when they leave. Its about decreasing agency of those with more useful skills but not much money to ensure more predictable returns for those with more money than skills.