White v. Fletcher/Mayo/Associates

White (plaintiff) rose to senior vice president at FMA before it merged with Doyle Dane; as one of the four largest shareholders, he was required to sign a noncompetition covenant as part of the merger, realized about $60,000 in profit from voting his shares in favor of the deal, and was fired shortly after the merger closed. He sued to challenge the covenant's enforceability; the trial court found the covenant unreasonably broad but blue-penciled it into a narrower, enforceable form, treating it as ancillary to the business sale. White appealed.

Whether a noncompetition covenant signed ancillary to both continued employment and the sale of a business interest should be treated like an employment covenant -- enforced as written or not enforced at all -- when the covenantor's bargaining position was that of a mere employee.