1. Even if the contract did not contain a specific severability clause, could the court still have found the contract divisible, leaving the remaining legal agreements in place?
2. How could ATS have worded the agreements so that the question of severability would not have been an issue?
3. If the court had determined that the parties’ intent in this contract was that it be entire and not divisible, what would the decision have been? Explain.

Advanced Technology Services, Inc. (ATS) sells a document software imaging program called OptiDoc. Waldron and Heath were employees at ATS who signed an agreement with three components: a non-competition covenant, a non-solicitation agreement, and a non-disclosure agreement. The agreement also contained a severability clause. Waldron and Heath resigned from ATS and soon launched their own company which sold DocUnity, a direct competitor to OptiDoc. ATS brought a lawsuit against Waldron and Heath and sought to enforce their ATS agreement. Waldron and Heath moved to dismiss the suit arguing that the non-competition agreement was too broad and therefore unenforceable.

  • CreatedNovember 06, 2014
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