when they sold their first stock in a can of business after five years later believing that any needs the non competition agreement at last they found in the district courts to reform to an forcible it's reasonable you know that it may not be unreasonable to restrain impose must not be larger than is required for the necessary protection of the party with whom the contract is made and eldridge explains that the usual the typical justification for a restraint on trade for a non competition agreement is good well many other cases have explained that a promise to refrain from ordinary competition is not sufficient to support a non competition agreement a critical question which is whether or not the fifteen years that she put it the critical issue is the length of time that is necessary to protect western cody's good will is fifteen years through much  five years and offer was there is a need for any restriction at all and this was written for conclusion in her legal analysis she said the purchase price paid by the group one shareholders included a substantial premium over the tangible  continuing need to protect customer relationships over that next decade that follows the first five years of the force of the it has instead said well they paid for it in the shouldn't be now they were paid for their shares that should that justifies the legal conclusion that after five years my clients are different than paris review are or any number of other companies that might have engaged in same kind of competition well there is no evidence in the records just for that no one had never heard of them being if there's a reason still commodity we're not selling a relationship at this point remarked it's just material than used to be shipped with construction site and the competition to sell it is about price and clearly buying large quantities for a fairly high price and you've got to include that in a bit on a public good project where you need to be loved so you're driving interest is low priced yes you want to live delivery but it's different than a service relationship where you're more interested in that personal parties sit down and agree to a non competition agreement you can assume that individual they thought about it they negotiated and they decided what's so fair number for this business and you can a fair amount of confidence that that's and that the parties gauged the need to context of a non competition agreement may not shield ordinary competition it may not shield the ability to collect the difference between the hard assets and the total revenues of the business that's the kind of revenue that's at that risk in any business relationship so there isn't any material connection between them and i think that if the court were trying to reform the order and continue to restrain mr bennett with a vengeance clearly they would be the extent there is strength it would prevent them f that would impair western codice of billing to preserve those customer relationships i think the answer at this stage seems that was a marathon there is no continuing need to shield unique personal relationships form or something about the her facts findings were very clear that the goodwill here was a substantial and that it requires the full public to protect her as she pointed out that the good will here includes not just the personal customer t reputation is western why and she found that there was market materials distributed during the fourteen years that co mingle and w c i with a b c the company's backyard in colorado east she founded mr michael benz would benefit from that company wide reputation at today i keep saying i think in to keep in mind this is the green bar component of the industry it's a small specialty niche product there is near complete continuity of the customer base the trial court here found that six years into the  covenant there was over ninety percent overlap of current customers from customers that existed in one nine hundred ninety eight she found one hundred percent overlap of the top five customers from the top five customers of nine ninety eight she found that the relationship between a t t and the benches and w t f is well known in the census tree she also found that this is not a need the whole project can fail so product for liability service reliability customer relationships reputation for being there on time with the product is critical and what she that for fourteen years these two parties had worked together building that reputation if the one who sold was permitted to come back in the one who sold would give the benefit of the reputation that the two of them had built together and there's another component that council has not mentioned a big part of the competition that takes place in this industry takes place at the engineer spe level much the ultimate market our state department of transportation and all the western states it is critical to the success of this company that the engineers for the d  spent an enormous amount of effort to sell the product to the t o t engineers that effort has continuing benefit today if the bendis were allowed to now come hundred eighty one bought from group to in order to sell to far west far west developed a pro forma looking at what it is would need to achieve in order to earn back do we want to be a buyer or do we want to be a seller they wanted to be a buyer but the price was a very favorable price and so they concluded they needed their funds for their other business and they becomes a fifteen year performance and the other was fifteen and the third subject matter was the accounting rules which one of you i think commented on that and both happened to come how be separated out first of all they've always been part of the group in the contract they're referred to as part of the group too if you look at the letter that the relationship with the group what we have to do or do we have to look at the relationship to the company in competition and what impact they have on how things have gone in my view  they dealt as part of the group in all their contracts in relationships they were selling a percentage of the whole company not a percentage of a fraction of the company i think it's entirely fair to continue to treat them as a group i also do i think that a pure financial owner who is not a manager somehow that you couldn't have a lawful non competing agreement with a pure financial owner money is a big part of competition they have the money from the sale of that interest and it i think it is true several courts of use that language and judge stewart did also that it's it's fundamentally unfair to let them take the money they were paid for a non competition agreement and then use it to engage in the very action that they agreed not to do but i don't think you need only look at it from the standpoint i don't think only managers can sign  competition agreements i think owners sellers can sign those agreements and they will be enforced but you're looking at competition in interest to preventing competition and so on and if these people are operating in companies and how do they have any impact on how this company compete other than as general which is pretty recent well i'm not arguing that roxanne and robert were active in the market i mean robert was active in the trade association nationally and those are the some of the people but i'm not going to argue that they were active in the market but they were clearly an integral pereira i do want to address the argument counsel makes that non competition agreements are not common in the industry first of all he doesn't limit his comments to the special th product component of the green bar so much of what he refers to refers to the black bar industry which is more like a commodity than the green bar secondly and then thirdly it just doesn't seem to me particularly to remain to say that somebody who did agree to a non competition agreement somehow should be relieved of that contractual promise because some other people over there did not years is reasonable the trial court pointed out that if in one thousand nine hundred eight they believed that fifteen years and the western state was excessive they could have but chose not to litigate that before taking the money they did not let it get it before taking the money they took the money and now they want to litigate it and keep the money that's another argument why is these covenanted like to refer to them as restraints on trade and we're all supposed to react negatively to that but these covenants really can be looked at like patent protection they perform a very important positive benefit and in this case there were two and one is without that kind of a not they would not have gotten the premium price that they achieved and of course to secondly the existence of that company played a very important part in the fourteen years that these parties operated together there isn't any question that the benches would have been very uncomfortable letting group whenever one or the other but the other out played in my view a very beneficial function in integrating operations and building the kind of trust between the two otherwise  separate ownerships so i don't think it's right to think of non competition agreements that somehow anti business or anti competitive this particular government was beneficial in the fourteen years as the glue and it was beneficial at the time of sale because it gave the protection that allowed pricing at the very top and you know they got a very good price because they wanted to be vires but the price was so attractive they concluded they couldn't afford to do it and that that's why this government was so important you responded to my questions about robert rock talking about th thank you very much