## Facts

- Summits 7, Inc., a Vermont company providing printing and copying services, hired Staci Lasker (formerly Kelly) in January 2000 as an at-will employee.
- Lasker received promotions, increased responsibilities, and raises during her employment, including moves into sales and supervisory work.
- In January 2001, after employment began, Lasker signed a noncompetition agreement barring her for one year after voluntary resignation or termination for cause from working for a competitor in Vermont, New Hampshire, or a designated part of New York.
- In October 2002, after Summits 7 expanded its business, Lasker signed a second noncompetition agreement with similar restrictions.
- Lasker voluntarily resigned in April 2003 and began working in June 2003 for Offset House, Inc., a nearby competitor in Essex Junction, Vermont.
- Summits 7 sued to enforce the covenant and sought an injunction preventing Lasker from working for Offset House.

## Issues

1. Whether continued at-will employment, without additional compensation or benefits, is sufficient consideration to support a noncompetition agreement executed after employment has begun.
2. Whether the covenant’s geographic scope was unreasonably broad and whether the trial court erred by enforcing the covenant without explicit findings on geographic reasonableness.

## Decision

- The Vermont Supreme Court affirmed the judgment enforcing the noncompetition agreement.
- The Court held that continued at-will employment can constitute sufficient consideration for a noncompetition agreement entered during employment.
- The Court declined to reverse or remand on the geographic-scope challenge, concluding that the conduct at issue fell within a clearly reasonable application of the restraint.
- The injunction (as extended by the trial court) and the award of attorney’s fees to Summits 7 remained in effect.

## Legal Principles

- In an at-will employment relationship, an employer’s continuation of employment may supply consideration for a noncompetition agreement executed mid-employment.
- This consideration theory rests on the employer’s forbearance from immediate termination and the employee’s continued employment under the new terms.
- A noncompete supported by continued at-will employment is enforceable absent bad faith, such as discharge shortly after execution to avoid the employer’s obligations.
- Appellate relief on the outer limits of a covenant’s geographic scope may be unwarranted where the employee’s challenged employment constitutes direct competition in the employer’s primary local market and plainly violates a reasonable core restriction.

## Conclusion

The court upheld enforcement of a mid-employment noncompete, holding that continued at-will employment is sufficient consideration and declining to disturb enforcement on geographic-scope grounds where the employee joined a direct competitor in the same local market.


Summits 7, Inc. v. Kelly, 178 Vt. 396, 886 A.2d 365 (Vt. 2005)