Nasir and Matt again talk about Yelp, this time with its new chat feature. They then answer the question, “What’s the most important thing to include in a noncompete agreement?”
NASIR: Welcome to Legally Sound Smart Business!
This is Nasir Pasha.
MATT: And this is Matt Staub.
NASIR: And welcome to our business podcast where we cover business news and also add our legal twist to the business news and also answer some of your business legal questions that you, the listener who are businesses that can send at firstname.lastname@example.org.
MATT: You said the word “business” quite often in that intro.
NASIR: I just want to emphasize that we’re focusing on businesses.
MATT: This has been the week of intros where I’ve critiqued. I’ve never listened prior to this week.
MATT: I’m finally listening so every episode’s been a critique of your intro. I think, eventually, we’ll get a pretty good one.
NASIR: Usually, it’s me just saying how perfect the intro is and then we just get started. This time, it’s like you saying the opposite which hurts my feelings.
MATT: Yeah. So, speaking of critiques we have, we need to keep track of how many times we talk about these different companies because we’re going to talk about Yelp again.
NASIR: Our nemesis.
MATT: I don’t know how I feel about this. I think, as a business owner, I wouldn’t want it. So, now, customers can direct message you on Yelp as a business owner. A customer can go to Yelp, type in blah blah blah restaurant o what-have-you, and instead of just posting a review or looking through, they can now just I guess essentially chat with you on Yelp. Of course, this is an optional thing so businesses can disable it and not even deal with it. But I feel like this is just going to be… I guess I don’t see the value in this. It seems like this is going to be such a hassle for business and what if a bunch of your competitors are doing it? Then you’re going to feel obligated as a business owner to also do it because they might think that you’re not there and, also, at the same time, it’s going to tell you how long people have been waiting to get a response. I feel like the businesses are going to have to hire someone just to handle this.
NASIR: Yeah, I guess it depends. I don’t know how they actually receive it – whether the business owner gets a text message or an email or whatever – but one thing that I don’t like is it’s just another way for Yelp to kind of dig in their claws in the dependence of these businesses, you know, in the sense that, more and more now, it’s not getting any better for these small and medium-sized businesses that get these wacko reviews from the competitors or from previous employees or what-have-you and there’s very little that they can do about it on the Yelp side, especially if they’re put up on a dummy account or whatever and we’ve talked about this in the past. But, now, it’s another reason why these businesses are going to be dependent upon Yelp which I just wish there was a better competitor… I guess there is competitors to Yelp – I guess Google Places and I don’t know what else but I’m sure there’s other directors. But the problem is just Yelp is just so prominent. Otherwise, a lead is a lead, right? If it’s convenient to the customer and they contact the business that they may not have otherwise because of that then I guess that’s good for business. But, long-term-wise and big picture, I’m not necessarily too cool about it.
MATT: Yeah, I guess I’m wondering too. I just can’t think of a situation where I would want to ask the business a question. The only question I really ever have for a business is, you know, “How late are you open?” And so, you could find that on the Yelp page. It doesn’t really matter. But, like, what is someone going to chat with a business about?
NASIR: This is a response to… there’s another website and this was a cool website and I encourage everyone to go to it. It’s called talkto.com. Matt, let’s put that in our show notes. Basically, if you have a question for a business, for example, I just went there right now, someone asked the Embassy Suite of Houston, “What types of cheese are on the cheese and crackers plate from Embassy Grill?” literally, you send that question and, even if they’re not signed up for this service, by the way, somehow, they get a call and I think some robot talking to them and then they respond saying, “Oh, we have this type of cheese,” or whatever, right? I’ve actually used this before, too. I remember, I was going to take my car in to service in a couple of days but I didn’t have time to call in and make sure I got the right person, I just sent this message and I say, “I’m going to be 30 minutes late,” and then they replied, “Okay.” It was just some small car shop around the corner. That’s pretty neat.
MATT: See, that makes sense. But, I mean, I just went to it. First thing on here is San Diego asking some place, “What are the Saturday lunch hours and price?” This is all stuff that, if you had the time to go to this website and type that in, you could just go to their page. This is all information that’s readily available.
NASIR: Yeah, that’s true. Like, for example, here’s on for Target. “Do you sell grill covers?” It says, “We have a couple here – one goes for $31.99 and the other one is $29.99.” That’s pretty neat. “Do you have a PlayStation 4 in stock?”
MATT: Some of these are pretty hilarious. This is a place. “Do you have any croissants left?”
NASIR: Well, I love blueberry doughnuts and they always seem to go quickly because they don’t make enough of them so, on Friday mornings or Saturday mornings, I’d like to ask if they have any blueberry doughnuts left. I’m going to do that this weekend. I may not get any, but…
MATT: Blueberry doughnuts. I don’t even know what that is.
NASIR: Well, you don’t like sweets. It’s basically a doughnut with blueberries in it. It’s kind like a blueberry muffin, fried, I think, I would compare it to.
NASIR: That’s the direct message on Yelp. My answer – don’t use that; use talkto.com. Encourage your customers to do so as well.
MATT: Like I said, this Yelp feature is completely optional for businesses. I mean, if they don’t want to do it, they don’t have to. I guess it’s another thing. We’ll just have to see how there’s a possibility that this is going to go into place, no one will use it, and they’ll just get rid of it or it’ll just become obsolete and it won’t matter but let’s wait and see. We’ll just have to check it out and circle around in six months.
MATT: Let’s get into the question of the day – a short one which I prefer.
NASIR: We know.
MATT: “What’s the most important thing to include in a non-compete agreement?”
I’m assuming this is coming from the… actually, I don’t where this has come from. Maybe an employer working with another? Maybe it’s business to business. Maybe it’s an employer to employee.
NASIR: I hope it’s not employer-employee. It’s just hard to answer that question if it’s employer-employee because it varies so much by state.
Like, California is not enforceable and New York has a reasonable standard and reasonableness takes into consideration how long it is, what kind of geographical limitations does it have and so forth. But let’s just take it from a B2B perspective. What kind of geography are we talking about? Are we talking about whether it’s statewide, countywide, or the nation, and then for how long? Was it one year, two years, ten years?
And then, what is actually being prohibited from competing? The more specific you are is usually the better because then there’s no ambiguity saying that you can’t compete with us, with the business that we’re in, and there’s some general clauses in that, that’s sufficient but, if you want to specify what your business is in, it’s better unless your business is constantly changing for some reason then you may have other issues. But those are three things to include and I’m probably missing some other things. What else, Matt?
MATT: We can go on and on about this. It’s just a matter of I don’t want to give the audience too much because then they’ll overthink it and they’ll forget the stuff that you just mentioned because I think those are the most important aspects of it.
NASIR: That’s true.
Yeah, there’s other things to include like what law is being applied, especially if there’s an employer-employee relationship. You have to consider where the employee is working. Even if you have a jurisdiction clause in there or application law clause in there, it may not be enforceable. And then, also, if the non-compete is in conjunction with an acquisition or sale, then I would connect that non-compete to the acquisition or sale because it has some bearing to how enforceable it is, especially in certain states – i.e. California.
I think we answered the question. Well, I’m pretty sure we did.
MATT: I think we did. It’s another one of those questions that’s really not that answerable within a couple of sentences. So, I think we did a good job and I’m going to go with that. That’s our Friday episode.
NASIR: Pat ourselves on the back.
MATT: This would be a very good time to go to iTunes and leave a review for the podcast.
NASIR: A positive review.
MATT: Yeah, a positive review for the podcast. Or go to Yelp and chat with us on their chat function.
NASIR: Or go to talkto.com and send us a message.
MATT: Or talkto.com.
NASIR: No one’s sent me a message on that. I’d like to get one someday. That’s a request, by the way.
All right, thank you for joining us.
MATT: Yeah, keep it sound and keep it smart.