FREEDOM TO CONTRACT AND ANTI-TRUST RESTRICTIONS UNDER STATE LAW
"As a rule, parties have the right to contract as they see fit as
long as their agreement does not violate the law or public policy." In re Prudential Ins. Co. of Am., 148
S.W.3d 124, 129 (Tex. 2004) (orig. proceeding). As a fundamental matter, Texas
law recognizes and protects a broad freedom of contract. Fairfield Ins. Co. v. Stephens Martin Paving, LP, 246 S.W.3d 653,
664 (Tex. 2008). However, freedom of contract is not unbounded. Id. The legislature determines public
policy through the statutes it passes. Id.
at 665.
The purpose of Chapter 15 of the Texas Business and Commerce Code,
known as the Texas Free Enterprise and
Antitrust Act, is to maintain and promote economic competition in trade and
commerce occurring in Texas. TEX. BUS. & COM. CODE ANN. § 15.04 (West
2011).
Contracts in restraint of trade are illegal, and therefore, against
public policy. TEX. BUS. & COM. CODE ANN. § 15.05 (West 2011). Unreasonable
limitations on employees' abilities to change employers or solicit clients
could hinder legitimate competition between businesses and the mobility of
skilled employees. Marsh USA, Inc.,
354 S.W.3d at 769. The legislature passed the Act to prohibit restrictions on
employee mobility that impede competition, while allowing employers and
employees to agree to reasonable restrictions on mobility that are ancillary to
or part of a valid contract having a primary purpose that is unrelated to
restraining competition between the parties. Id. at 770.
SOURCE: TYLER COURT OF APPEALS - No. 12-11-00133-CV 0 2/6/2013
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