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Based in the UK, I am the only programmer in a small tech company which produces financial software. I have a 3-year non-compete, geographical limits unspecified, where I "endeavour not to compete with [company] for a period of 3 years".

The company is making enough money to pay me and one user of the software a competitive wage, but the user needs significant, daily, even hourly, support from me, to use the software effectively, and only I know the code. I am pretty sure that if I left the company it would cease to be a viable entity.

Can the other shareholders, who own the majority of shares (I own 31%), still enforce the non compete if I leave and the company goes dormant? It can't really go outright bust because it doesn't really have liabilities.

EDIT: There is no agreement to pay me anything if I were to stop working for the company. That is, there is no payment for the non compete.

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If the company is not actively doing anything, then nothing you do is in competition with it.

  • If they decide to do some other activity with the company AFTER I have left, do I have to not compete with that too? What if they are malicious and they decide to "compete" with anything that I decide to do? Does the non compete only apply to activities the company was involved in at the time that I left? Or can they enter new markets just because I enter those markets and block me from doing anything? – Thomas Browne Aug 20 '17 at 17:13
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The wages it owes to you would presumably be liabilities, so it probably could "go bust."

If the company fails to pay you as agreed for an agreed time period, that could function as a breach of the contract that would prevent it from enforcing the non-compete, putting aside the question of whether the non-compete is viable in general.

Also, the specific contract language would be relevant as conduct that constitutes competition is often defined in different ways in different contracts.

  • I have edited the question to reflect the fact that it does not include any provision for paying me during the non compete period. Would you be able to modify your answer to address this point please? – Thomas Browne Aug 21 '17 at 18:02
  • @ThomasBrowne My notion was that you get paid for doing your job, not during the post-termination non-compete period. If your compensation for doing your job prior to termination of employment is not paid, that would be a breach of the contract. Of course, if you don't have a right to be paid for working at all (other than return on investment as a shareholder), that is another ball of wax entirely. – ohwilleke Aug 22 '17 at 0:58

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