Anthony and Philip Conway founded and operated Rochester Medical (RMC), a publicly traded medical-device company. C.R. Bard, Inc., (Bard) offered to purchase RMC at a very attractive price. Bard insisted, however, that the Conways had to sign five-year non-compete agreements. The Conways reluctantly agreed to sign the non-compete agreements, and Bard purchased RMC at the agreed-upon price. The Conways were paid tens of millions of dollars for their stock and other interests in RMC. The Conways began experiencing sellers’ remorse, however, over the fact that although they had been required to sign non-compete agreements for the deal to go forward, the per-share price that they received for their stock was the same as the per-share price received by the other stockholders. The Conways filed suit, alleging that the non-compete agreements are unenforceable. Is the non-compete agreement enforceable? Do you think the non-compete was reasonable? Why or why not.
