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Non-Compete Agreements › Contract Terms › Breach of Contract

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... more +
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 -
Jenner & Block

Delaware Court Refuses to Enforce or Modify Overbroad Noncompete in Cleveland Integrity Services v. Byers

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In Cleveland Integrity Services, LLC v. Byers (Del. Ch. Feb. 28, 2025), the Delaware Court of Chancery declined to enforce a two-year non-compete agreement that it found to be geographically overbroad and refused to narrow or...more

Lathrop GPM

South Carolina Federal Court Vacates Partial Summary Judgment Citing Abusive Litigation

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A federal court in South Carolina recently sua sponte vacated its own grant of partial summary judgment due to the abusive nature of the ongoing litigation. YGM Franchise, LLC v. Wong, 2025 WL 1549606 (D.S.C. May 30, 2025)....more

Lathrop GPM

Missouri Federal Court Denies Franchisor’s Request for Temporary Restraining Order for Alleged Violation of Noncompete

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A federal court in Missouri recently denied franchisor Three Dog Bakery, LLC’s request for a temporary restraining order (TRO) against its former franchisee, J.L.E.T. Enterprises SWF, LLC, and its owners, Joseph and Lynette...more

Lathrop GPM

Missouri Federal Court Grants Franchisor’s Motion for Preliminary Injunction for Alleged Violation of Noncompete

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A federal court in Missouri recently granted a franchisor’s motion for a preliminary injunction, finding that the franchisee’s operation of a competing business demonstrated irreparable harm. Three Dog Bakery, LLC v. Crit,...more

Falcon Rappaport & Berkman LLP

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

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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

Mintz - Employment Viewpoints

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

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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

Morgan Lewis

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

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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

Holland & Knight LLP

Supreme Judicial Court Clarifies Scope of Massachusetts Noncompetition Agreement Act

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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

Farrell Fritz, P.C.

The Forfeited Equity Trap: Why Your Non-Compete Might Be Worthless

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Imagine you’re a private equity firm. You buy a company, and you want to retain and incentivize key employees, so you give them some equity in the form of incentive units.  You also want to prevent them from running off and...more

Troutman Pepper Locke

Restrictive Covenants Unenforceable Where Consideration Forfeited

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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

Morgan Lewis - Tech & Sourcing

Radius Clauses in Music Performance Contracts

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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

Jenner & Block

Delaware Supreme Court Reaffirms Reluctance to Blue-Pencil Overbroad Restrictive Covenants in Sunder v. Jackson

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The Delaware Supreme Court’s decision in Sunder Energy, LLV v. Jackson, No. 455, 2023, 2024 Del. LEXIS 407 (December 10, 2024) reaffirmed the courts’ limited willingness to modify or “blue-pencil” overbroad restrictive...more

Epstein Becker & Green

Massachusetts High Court To Weigh In on Forfeiture-for-Solicitation Provisions in Era of Massachusetts Noncompetition Agreement...

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On Monday, March 3, 2025, the Massachusetts Supreme Judicial Court (“SJC”) heard argument in Miele v. Foundation Medicine, Inc., regarding whether the Massachusetts Noncompetition Agreement Act, G. L. c. 149, § 24L (the...more

Lathrop GPM

Minnesota Federal Court Grants Franchisor’s Motion for Preliminary Injunction for Noncompete and Lanham Act Violations by...

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A federal court in Minnesota recently granted franchisor Snap Fitness Inc.’s motion for preliminary injunction against an out-of-state franchisee that announced its intentions to open a competing gym during the term of the...more

WilmerHale

Beating the Odds: First Circuit Doubles Down on Massachusetts Decision Enforcing Noncompete Against Sports Betting Executive Newly...

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Against a growing trend of legislation and broader efforts seeking to limit or eliminate post-employment noncompetition restrictions, recent Massachusetts and First Circuit decisions in a dispute between DraftKings and one of...more

Lathrop GPM

Michigan Precedent on Michigan Franchise Investment Law Held to Trump Inconsistent Sixth Circuit Precedent on Private Right of...

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A federal court in Michigan recently granted several related franchisors’ motions to dismiss a franchisee’s claims for violations of the Michigan Franchise Investment law. Benjamin Franklin Franchising SPE LLC v. David...more

Farrell Fritz, P.C.

Unpacking the (Un)Reasonableness of Non-Compete Provisions

Farrell Fritz, P.C. on

New York law generally does not favor non-compete agreements, viewing them as unreasonable restraint of trade. As a result, New York courts apply a rigorous standard when deciding whether to enforce these restrictive...more

Lathrop GPM

After Bench Trial, Texas Federal Court Finds No Breach of Noncompete for Selling Competing Product

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A federal court in Texas has denied Penthol’s claim for breach of contract against Vertex Energy for the improper sale of competing products in violation of noncompete clause. Penthol, LLC v. Vertex Energy Operating, LLC,...more

Lathrop GPM

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

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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

BakerHostetler

Delaware Supreme Court Settles Forfeiture-for-Competition Question, Adopts Employee Choice Doctrine - Seventh Circuit Asks, ‘Are...

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Less than two months after the Delaware Supreme Court provided the employers, investment partners and other business leaders that trust in the stability of Delaware law to protect their critical business interests with the...more

Paul Hastings LLP

Delaware Supreme Court Rejects “Reasonableness” Test for Forfeiture-for- Competition Provisions

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Last week, the Delaware Supreme Court reversed a Chancery Court decision that we wrote about previously, which invalidated a forfeiture-for-competition provision as an unreasonable restraint of trade. The Ainslie et al. v....more

Morris James LLP

Chancery Finds Non-Compete Unenforceable by Subsidiaries Unless Identified in Agreement

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Frontline Techs. Parent, LLC v. Murphy, C.A. No. 2023-0546-LWW (Del. Ch. Aug. 23, 2023) - This non-compete decision reminds drafters to pay careful attention to scope and definitions, in particular language covering the...more

Lathrop GPM

Virginia Federal Court Denies Franchisor’s Motion for Preliminary Injunction

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A federal court in Virginia denied a franchisor’s motion for preliminary injunction against a former franchisee violating the franchise agreement’s post-termination noncompete. JTH Tax, LLC v. Younan, 2023 WL 6304865 (E.D....more

Bennett Jones LLP

The High Cost of Cost Indemnification: A Warning

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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

Fox Rothschild LLP

Unintended Consequences of Franchise Rescission Rights

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The right to rescind (or void) a contract is an extraordinary remedy. However, as franchise lawyers know, certain states provide franchisees a right to rescind a franchise agreement in certain situations, particularly where a...more

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