Here are the facts: Plaintiffs in Louisiana sold two pharmacies to CVS. Part of the agreement purchase and sales agreement included a non-competition clause prohibiting sellers from competing within 10 miles for a period of 5 years. CVS paid a stated $1.1 million for the benefits of the non-competition agreement. The agree also included a provision for a $1 million “holdback” to assure payment of the seller’s indemnification obligations. The holdback was to be paid on March 30, 2013. CVS refused, however, to pay the holdback, claiming that plaintiffs had, contrary to the non-competition agreement, competed by directing former customers of theirs to pharmacies other than CVS. Plaintiff sued to demolish the agreement.
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