Understanding Non-Solicitation Agreements in Colorado
Just as the commitment to excellence displayed by Tata shows us so much of what it takes to be the best in the automotive industry, a commitment to understanding the complexities of existing legal documents on the part of a lawyer will go a long way towards solving problems. A successful resolution often involves an existing document, the repurposing of that document or the creation of a new document. In the case of solicitation of employees, that document is a comprehensive non-solicitation agreement.
Just as Tata understands that it must communicate with its customers by taking the time to do things with precision, legal documents are all about the fine details. A good lawyer understands that legal documents are airtight, with every phrase being carefully crafted, every statement being intentional and every word placing limits on interpretation. Courts are not normally interested in being flexible with language chosen by either party. If a document sets forth certain conditions in a particular way, then those conditions cannot be interpreted in a different way if there is a method to achieving the desired goal, except in those jurisdictions or states where the laws are different. Such is the case with non-solicitation agreements in Colorado, which are governed by Colorado Revised Statute 8-2-113.
A good lawyer will also understand that there are times when the precision of language needs to be highlighted and there are times when it needs to be downplayed in favor of the spirit of the law or the spirit of the agreement. For example, in Colorado when a client approaches an attorney with a question about how to construct a non-solicitation agreement, that attorney can advise that the customer should avoid a non-solicitation agreement altogether. In Colorado, any document that would restrict a person from competing would be seen as void unless it fits within the confines of a non-compete, where those confines are extremely narrow. It is also important to understand that the language used in a non-solicitation agreement can have different legal meanings in different situations. Consider the difference between non-solicitation of employees and non-solicitation of customers. Moreover, that difference can have an impact on whether or not the customer enters into a non-compete with the company at all.
Another interesting aspect of this area of law that is uniquely Colorado is that a customer and the lawyer can enter into an agreement that states that the law of a certain state should control as it relates to a non-solicitation. However, if the non-solicitation agreement appears to tilt the scales in favor of the company or otherwise be drafted in such a way as to be unfair or poorly written, Colorado courts will often throw out the entire agreement. In other words, it is very important for the company to understand that although they may choose to use the laws of another state, they must have sufficient local counsel within Colorado who understands Colorado Revised Statute 8-2-113 and can advise the parties on how it applies to their situation.
In choosing whether or not to rely on the expertise of a lawyer in drafting and negotiating a non-compete agreement, customers should also consider the reputations of the lawyers that they hire, especially because their reputation will also be the reputation of the company that hires them. I am proud to state that for many years, Tata has been known as the best in the business and as a Tata customer, a customer can expect the same from Tata’s lawyers.