The Enforceability of Non-Solicitation Agreements in Florida

A non-solicitation agreement is a contract that prevents an employee from leveraging a company’s customers for their own benefit or the benefit of an industry competitor. Often, non-solicitation agreements are part of larger employment contracts that may also include provisions such as a non-compete agreement or a non-disclosure agreement.

If your company is using non-solicitation agreements with your employees or your contractors, it is imperative that you work with an experienced business law attorney who can ensure that the contract is properly drafted. In far too many cases, companies operate under non-solicitation agreements that turn out to be unenforceable.

Florida Law on Non-Solicitation Agreements

At its core, a non-solicitation agreement is a restraint on trade. It is a restrictive covenant that (at least temporarily) limits what an individual or business can do. As a general rule, Florida and other American jurisdictions disfavor restraints on trade. Open markets are strongly preferred. This means that in order to have your non-solicitation agreements enforced in Florida, you must be sure that the contract conforms to all of the state’s legal requirements. Specifically, these agreements are governed by Section 542.335 of the Florida Statutes. For a non-solicitation agreement to be enforceable in Florida, it must meet the following three criteria:

1. Valid business purpose: In Florida, a non-solicitation provision must have a valid commercial purpose to be enforceable. If a court determines that your company went outside the boundaries of its business sphere in crafting an agreement, it may decline to enforce all or part of the non-solicitation contract.
2. Not overly restrictive: Additionally, courts are reluctant to enforce non-solicitation agreements that are extremely restrictive. Your company’s agreement cannot prevent employees from having a reasonable chance to earn a living. For example, a valid agreement would need to be restricted to a specific time period as well as a specific geographic region. Most often, these agreements should be limited in length to two years.
3. Unambiguous: Finally, as with all other employee and business contracts, your company’s non-solicitation agreements should be sufficiently clear. Ambiguous contract language can result in an agreement being deemed unenforceable.

To ensure enforceability, and thus, the protection of your firm’s interests, it is important to keep non-solicitation agreements narrow. The best agreements will be customized and narrowly tailored to the unique needs and concerns of your business. Overly broad and unclear agreements simply risk being thrown out by a Florida court. The last thing you want is to lose the protections of your agreements due to poor contract drafting. The bottom line on non-solicitation agreements is simple: Companies should ensure that their contracts are always drafted and reviewed by a qualified attorney.

Request Your Free Business Law Consultation Today

At Pike & Lustig, LLP, our Florida business law attorneys have extensive experience drafting and litigating employment contracts. If your company is in need of assistance, please do not hesitate to contact our team today. From our main office in West Palm Beach and our new location in Miami, we serve businesses throughout South Florida.

Resource:

leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0500-0599/0542/Sections/0542.335.html