Business 8th Edition by Marianne Jennings

Exercise 25

Systems and Software, Inc. (SAS), located in Colchester, Vermont, designs, develops, sells, and services software that allows utility providers to organize their data, including customer information, billing, work management, asset management, and finance and accounting. In August 2002, SAS hired Randy Barnes as an at-will employee to become a regional vice president of sales. At the time he commenced work for SAS, Barnes signed a noncompetition agreement that, among other things, prohibited him-during his employment and for six months thereafter-from becoming associated with any business that competes with SAS. In April 2004, Barnes voluntarily left his position with SAS and started a partnership with his wife called Spirit Technologies Consulting Group. Spirit Technologies' only customer was Utility Solutions, Inc., which, like SAS, services municipalities and utilities nationwide with respect to customer-information-systems software. Shortly after Barnes left SAS, he represented Utility Solutions at a trade fair in a booth near SAS's booth and identified himself as Utility Solution's sales director.
SAS filed suit requesting injunctive relief and enforcement of the noncompetition agreement. Barnes says that the effect of enforcement of the clause is to prevent him from working for six months and stopping competition in Vermont. Who is correct on the noncompetition agreement? Is it valid? Why or why not? [ Systems and Software, Inc. v Barnes, 886 A.2d 762, (Vt. 2005)]