News & Analysis as of August 2, 2025

Non-Compete Agreements › Contract Disputes

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Non-Compete Agreements are contracts, typically formed in employment or business purchase contexts, where one party agrees to refrain from engaging in a particular line of work or pursuing business within a certain industry or locale. The purpose of these agreements is to protect employers or business purchasers from competition stemming from former employees or former owners of a business. less -

Massachusetts Supreme Judicial Court Ruling: Noncompetition Agreement Act Does Not Apply to Forfeiture Clauses

ArentFox Schiff on 7/10/2025

The Massachusetts Supreme Judicial Court (SJC) recently clarified the scope of the Massachusetts Noncompetition Agreement Act (MNAA). In Susan Miele v. Foundation Medicine, Inc., the SJC held the MNAA does not apply where a...more

Delaware Chancery Court Narrows the Path for Enforceable Non-Competes: Lessons from North American Fire and Payscale

Falcon Rappaport & Berkman LLP on 7/9/2025

A notable trend has emerged in Delaware with respect to the enforceability of non-competes – while once considered a management-friendly jurisdiction, two recent decisions demonstrate a marked shift towards a closer scrutiny...more

A Shot of Reality: Court Denies Dealer’s Request for Preliminary Injunction to Stop Termination of Dealership Agreement

Foley & Lardner LLP on 6/30/2025

A federal court recently denied a dealer’s request for preliminary injunction to halt the termination of a dealership agreement with a manufacturer of liquor control systems. The dealer’s acts and omissions during the...more

MA SJC Upholds Forfeiture for Employee Breaching Non-Solicitation Agreement

Nelson Mullins Riley & Scarborough LLP on 6/30/2025

On June 13, 2025, the Massachusetts Supreme Judicial Court (SJC) ruled in Susan Miele v. Foundation Medicine, Inc., that the Massachusetts Non-Competition Agreement Act (the “Act”) does not apply to a non-solicitation...more

Top Massachusetts Court Clarifies That Non-Solicitation Covenants Fall Outside the State’s Non-Compete Law

Mintz - Employment Viewpoints on 6/27/2025

In a closely watched decision, the Massachusetts Supreme Judicial Court in Miele v. Foundation Medicine, Inc. clarified that the Massachusetts Noncompetition Agreement Act (MNAA) (G.L. c. 149, § 24L) does not apply to...more

NDAs with Extras: What You Didn’t Sign Up For

Potomac Law Group, PLLC on 6/26/2025

Anyone who has had even passing exposure to technology companies has dealt with Non-Disclosure Agreements (commonly referred to as "NDAs" in high-tech companies but "CDAs" in pharma/biotech to distinguish them from the other...more

Massachusetts High Court Clarifies Noncompete Law’s Scope, Declines to Let Nonsolicits ‘Through the Back Door’

Morgan Lewis on 6/19/2025

In Miele v. Foundation Medicine, Inc., the Massachusetts Supreme Judicial Court (SJC) clarified that the Massachusetts Noncompetition Agreement Act (MNAA or the Act) does not apply to a forfeiture clause triggered by a breach...more

Avoiding a Tragic End to a Fiduciary Relationship

Robins Kaplan LLP on 6/18/2025

Blockbuster movies follow varied plotlines—some tragic, some heartwarming, some a mix. Often they are based on human dramas. In the real world, fiduciary relationships can set the proverbial stage for unwelcomed high drama,...more

Massachusetts High Court Rules for Employer in Nonsolicitation Challenge

Shook, Hardy & Bacon L.L.P. on 6/18/2025

Although the Massachusetts Noncompetition Agreement Act expressly excludes nonsolicitation agreements from its definition of “noncompetition agreements,” the Massachusetts Supreme Judicial Court (SJC) recently responded to a...more

Massachusetts Supreme Judicial Court Clarifies Scope of Massachusetts Noncompetition Agreement Act

Morgan, Brown & Joy, LLP on 6/18/2025

On Friday, June 13, 2025, the Massachusetts Supreme Judicial Court issued its decision in Miele v. Foundation Medicine, Inc., SJC-13967, holding that forfeiture clauses tied to non-solicitation agreements were definitively...more

Supreme Judicial Court Clarifies Scope of Massachusetts Noncompetition Agreement Act

Holland & Knight LLP on 6/16/2025

The Massachusetts Supreme Judicial Court (SJC) has ruled that a forfeiture clause triggered by a breach of a non-solicitation agreement is not a "forfeiture for competition agreement" under the Massachusetts Noncompetition...more

Hong Kong High Court Grants Injunction to Enforce Restrictive Covenants

BCLP on 6/13/2025

In two separate decisions in April 2025, the Hong Kong High Court first refused, but then allowed, an IT company’s application for an interlocutory injunction to enforce post-termination restrictive covenants against its...more

Is it Really Over? Contract Provisions that Survive Termination and Why.

Freeman Law on 6/9/2025

Just like many relationships, not all parts of a contract become things of the past when they expire or terminate. One way to ensure that a contractual right or duty applies post-termination is to specify that will it...more

Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership

Nossaman LLP on 6/1/2025

In this episode, Kimberly Kamkar is joined by corporate law partners Patrick Richard, Anna Tang and Doug Schwartz to explore the complexities of business "break-ups." They discuss essential practices for future planning, the...more

Tenth Circuit Affirms Distinction Between Forfeiture and Penalty for Competition

Proskauer - Employee Benefits & Executive... on 5/27/2025

In Lawson v. Spirit AeroSystems, Inc., the U.S. Court of Appeals for the Tenth Circuit upheld the forfeiture of certain stock awards for violating a covenant not to compete. Like the Seventh Circuit in LKQ Corp. v....more

Restrictive Covenants Unenforceable Where Consideration Forfeited

Troutman Pepper Locke on 5/23/2025

In North American Fire Ultimate Holdings, LP v. Alan Doorly, the Delaware Court of Chancery held that the restrictive covenants included in an incentive unit grant agreement were unenforceable when the units received by the...more

Radius Clauses in Music Performance Contracts

Morgan Lewis - Tech & Sourcing on 5/8/2025

As the summer 2025 concert season continues to ramp up, we want to take the opportunity to explain why your favorite band or artist might only be performing once in your region this summer: a radius clause....more

Massachusetts Federal Court Grants Preliminary Injunction for Noncompete Violations, Denies Injunction for Trademark Infringement

Lathrop GPM on 5/2/2025

A federal court in Massachusetts recently granted, in part, a Motion for Preliminary Injunction as to enforcement of franchise agreement noncompete covenants but denied the motion as to claims of trademark infringement,...more

Complying With Recent Guidance From Delaware Courts Regarding Enforcement of Noncompetes

Foley & Lardner LLP on 1/14/2025

In line with the national trend making noncompetes more difficult to enforce, a number of Delaware courts have recently refused to “blue pencil” overbroad noncompetition agreements and have stricken them in their entirety. As...more

Washington Federal Court Grants, In Part, Distributor’s Motion to Dismiss Claim for Breach of a Noncompete Provision and Related...

Lathrop GPM on 4/12/2024

A federal court in Washington recently granted in part and denied in part a former distributor’s partial motion to dismiss claims for breach of a post-termination noncompete agreement, breach of the implied duty of good faith...more

Delaware Supreme Court Curbs Erosion of Forfeiture-for-Competition Protections

Seyfarth Shaw LLP on 2/7/2024

Delaware has long been favored by businesses for many reasons, including its courts’ deference to parties’ ability to contract. Recently, however, the Delaware Chancery Court was seemingly less deferential to restrictive...more

A Cautionary Tale from arrivia Inc. v. Rowley

Holland & Knight LLP on 11/30/2023

Enforceability of releases for unknown claims at the time of settlement is a well-established legal principle, as highlighted in the recent case, arrivia Inc. v. Rowley, No. CV-23-01039-PHX-DLR, 2023 WL 7386384 (D. Ariz. Nov....more

The High Cost of Cost Indemnification: A Warning

Bennett Jones LLP on 11/17/2022

A contractual indemnification can require the losing party in a lawsuit to pay the winning party's full legal costs, the Alberta Court of Queen's Bench recently confirmed in Ruel v Rebonne, 2022 ABQB 486 [Ruel]. While courts...more

Ixchel v. Biogen: California B2B Noncompetes Do Not Per Se Violate B&P Section 16600, and Are Instead Subject to Rule of Reason

Sheppard Mullin Richter & Hampton LLP on 8/20/2020

Business-to-business contracts often concern trade secrets. Contracts such as NDAs, joint development agreements, license agreements, vendor agreements, and other commercial agreements commonly contain restrictive covenants...more

Massachusetts Superior Court Axes an Attempt to Expand the Scope of the Seminal Non-Compete Law Concerning Material Change in...

Seyfarth Shaw LLP on 7/9/2020

The Massachusetts Superior Court recently held in Now Business Intelligence, Inc. v. Donahue that a temporary reassignment during a business slowdown, consisting of the addition of certain non-billable duties, does not...more

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Non-Compete Agreements › Contract Disputes

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