“I am a DJ in New York. There is an annual music conference that happens every year in different cities around the United States. In 2003 I signed a contract to DJ for them, which I did. In the contract there was a clause that said that I would not compete or take part in any event that is in direct or indirect conflict with this conference , ever. Now, in 2006 this conference is taking place in New York, but I am involved with another conference in Puerto Rico which is in competition with the conference in New York.

Since I am involved with the Puerto Rico conference, the NY promoters are threatening to sue me with breach of the contract that I signed back in 2003. Can they do this? And what should I do?”

Can they sue you for breach of contract? Sure. Just about anybody can sue anyone for nearly anything. The question is, would they win?

That will depend on whether or not the contract is valid. Without seeing the contract (and not being a New York contracts or business lawyer), it is impossible to say whether a court in New York would hold the contract valid or not. Generally speaking, it is very difficult to get a contract ruled invalid, because courts tend to assume that the parties to the contract knew what they were signing, and the court doesn’t want to interfere with the agreement which was made when the contract was signed.

That said, there are certain things which will raise a red flag to a court, and those include both non-compete clauses, and contracts which are overbroad, or vague. A contract which refers to indirect competition, but which does not spell out what that means, may be considered ambiguous or vague. For example, while another music conference being held in New York at the same time is clearly in competition, is another music conference being held thousands of miles away really in competition, directly or indirectly?

What you should do is see a New York lawyer who specializes in business law. And soon.