It is common for various Florida business contracts to include non-solicitation clauses (also known as non-solicit clauses), which typically refer to a provision that restricts one party from soliciting or actively seeking to do business with the customers, clients, or employees of the other party. The purpose of an agreement to not solicitation is to protect the business interests and relationships of the party who is subject to the restriction.
A non-solicitation obligation can be found to be invalid based on the following findings by a court:
- Unreasonable Restrictions: Non-solicitation contracts must be reasonable in their restrictions to be enforceable. If the restrictions are overly broad, such as covering an excessively long duration or an unreasonably large geographic area, a court may deem the contract invalid. The reasonableness of the restrictions depends on factors such as the nature of the business, the specific interests being protected, and the industry norms.
- Lack of Consideration: Non-solicitation contracts, like any other contracts, require valid consideration, meaning there must be an exchange of value between the parties. If a non-solicitation agreement is entered into without any consideration, it may be considered invalid and unenforceable.
- Violation of Statutory Rights: Non-solicitation agreements cannot be used to infringe upon an individual’s statutory rights, such as their right to work or engage in lawful competition. If the non-solicitation contract unreasonably restricts an individual from pursuing their profession or engaging in lawful competition, it may be deemed invalid.
- Lack of Legitimate Business Interest: Non-solicitation agreements are typically enforced to protect a legitimate business interest, such as customer relationships, trade secrets, or confidential information. If the restriction in the contract does not serve a valid business interest, it may be considered invalid. Failure to provide consideration means that the person with the non-solicitation obligation did not receive anything of value (a benefit, compensation, or promise) in exchange for the obligation.
- Public Policy Considerations: Non-solicitation contracts that contravene public policy may be deemed unenforceable. For example, if the restriction is intended to prevent an employee from reporting illegal activities or exercising their legal rights, it may be considered against public policy and therefore invalid.
If you have concerns or questions about a specific non-solicitation clause in a Florida contract, Roberts Law, PLLC is available to review the agreement and address any questions you have. Stay tuned to our Facebook page for more more posts, information, and law updates pertinent to Florida businessowners.
Author: Kelly Roberts
Email: kelly@kellyrobertslaw.com
Disclaimer: The information in this blog post (“post”) is provided for general informational purposes only and may not reflect the current law in your jurisdiction or the jurisdiction applicable to your issue/matter. No information contained in this post should be construed as legal advice from Roberts Law, PLLC or the individual author, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through, this post without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from a lawyer licensed in the recipient’s state, country or other appropriate licensing jurisdiction.
