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Restrictive Covenants Contract Terms Breach of Contract

Falcon Rappaport & Berkman LLP

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

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

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’

Morgan Lewis on

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

Holland & Knight LLP on

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

Ropes & Gray LLP

Key Takeaways Related to Oregon’s New CPOM Law

Ropes & Gray LLP on

On June 9, 2025, Governor Kotek signed Senate Bill 951, An Act Relating to the Practice of Health Care (“SB 951”), into law. This law strengthens Oregon’s existing Corporate Practice of Medicine (“CPOM”) restrictions by...more

Farrell Fritz, P.C.

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

Farrell Fritz, P.C. on

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

Troutman Pepper Locke on

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

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

Jenner & Block on

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

Morris James LLP

Superior Court Finds Defamatory Letter to Lender Breached Separation Agreement But Proposed Damages Were Largely Speculative

Morris James LLP on

Feenix Payment Sys., LLC v. Blum, C.A. No. N21C-05-099 EMD CCLD (Del. Super. May 29, 2024) - Plaintiffs were various corporate entities and Keith Lee, their founder and chief executive (collectively, “Feenix”). Defendant...more

Epstein Becker & Green

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

Epstein Becker & Green on

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

WilmerHale

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

WilmerHale on

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

Quarles & Brady LLP

Supply Chain Survival Series: Remedies for Breach of Contract (Article #14)

Quarles & Brady LLP on

We have previously discussed the obligations a non-breaching party has to mitigate its own damages in the event of a contract breach. Assuming a party has mitigated its damages, this article discusses the potential remedies...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

Winstead PC

Key Considerations in Review of NDAs as a Buyer

Winstead PC on

When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more

Morris James LLP

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

Morris James LLP on

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

Proskauer - California Employment Law

California Court of Appeal Publishes Opinion Upholding Customer Non-Solicitation Covenant

Despite California’s general hostility towards post-termination restrictive covenants, the California Court of Appeal, in a recently published opinion, Blue Mountain Enters., LLC v. Owen, 74 Cal.App.5th 537 (1st Dist. Jan....more

BCLP

Colorado Law May Govern Noncompete Despite Choice-Of-Law Provision

BCLP on

Colorado law is not particularly friendly to noncompete agreements. A Colorado statute prohibits all such agreements unless they fall within one of four specific exemptions....more

Littler

Ontario, Canada Court Reminds Employers that Improperly Drafted Restrictive Covenants are Unenforceable

Littler on

In Labrador Recycling Inc. v. Folino, 2021 ONSC 2195 (Labrador Recycling), Ontario’s Superior Court denied an employer’s motion for an urgent injunction to restrain its former employee from competing with it contrary to the...more

Womble Bond Dickinson

Limiting Access to Non-Specialized Suppliers Can Be a Legitimate Business Interest

Womble Bond Dickinson on

Where a business’ non-compete employment agreement precluded its former employee from contacting its suppliers, such restriction could constitute a legitimate business interest. KNC Technologies v. Tutton, 2021 NCBC 25 (J....more

A&O Shearman

No damages if proven breach is not an effective cause of loss: “bitter truth” for innocent parties

A&O Shearman on

In determining whether a breach of contract operates as an effective cause of the loss claimed, the court must apply “common sense”. Although there is a “moral asymmetry” where one party is at fault and the other an innocent...more

Littler

A Rare Occurrence: California Court Overturns Arbitrator’s Award

Littler on

California’s statutory ban on post-employment covenants, which are enforceable in most other states, has bedeviled employers trying to protect confidential information and trade secrets. The state’s Business and Professions...more

Farrell Fritz, P.C.

Restrictive Covenants: The Importance of Understanding Their Contractual Limits

Farrell Fritz, P.C. on

If supermodel Tyra Banks has taught us anything about the modeling industry, it’s that the competition is fierce. Unfortunately, one Manhattan-based modeling agency and former agent aren’t learning this lesson on the...more

Dorsey & Whitney LLP

Restrictive Covenants in Employment Contracts - Employer Liability

Dorsey & Whitney LLP on

A recent Court of Appeal case, Allen t/a David Allen Chartered Accountants v Pollock and Anr [2020] EWCA Civ 258, has considered the liability that can arise where one business poaches an employee from a rival business, in...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Restrictive Covenants in the Time of Coronavirus

The spread of the coronavirus disease 2019 (COVID-19) has led to changes regarding many legal issues. Despite the changes, companies still need to protect confidential information, goodwill, customer relationships, and...more

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