concurring specially:
I concur in the reversal of the trial court’s judgment bécause, as concisely stated by the majority, the trial court’s apparent determination that the agreement prohibited defendant from accepting the account of plaintiff’s former client during the one-year period was contrary to the manifest weight of the evidence. I also note that the agreement that defendant would not “compete” was applicable only in regard to plaintiff’s existing clients. For that reason and under the facts of the case, it would seem most likely that if the parties had intended to prohibit defendant from doing any business with those clients, the agreement would have been drafted to so state.
However, I do consider the phrase “directly or indirectly compete” to have been ambiguous. Some entities do compete for business merely by their presence and announced availability. Until fairly recently, at least, this was true of lawyers and many other professionals, and personal solicitations are still not properly made. An agreement by one such professional not to compete against certain others of that profession would not necessarily be limited to a prohibition against active solicitation. Here, the use in the agreement of the adverb “indirectly” tends to further negate certainty that active solicitation was an essential element of the conduct prohibited. The trial court properly examined extrinsic evidence to determine the meaning of the phrase.