Non-Compete Disputes, Handled by Counsel Who Works With Business Owners

A non-compete agreement limits where a person can work, or what business they can start, after a relationship ends. A non-solicitation agreement limits recruiting employees or pulling customers away. In Florida, these agreements are governed mainly by Chapter 542 of the Florida Statutes. This guide explains how Florida courts look at them, what a dispute involves for employers, owners, and sellers, and how the process usually unfolds. That way you can understand your position before deciding on next steps.

What Non-Compete and Non-Solicitation Agreements Are and Who They Affect

Under this section’s definition, a covered non-compete is a written agreement with a covered employee (salary above twice the county annual mean wage) that bars them, for up to 4 years within a defined area, from assuming a role with or for another business where they would provide services similar to those they provided during the 3 years before the noncompete period, or where they would likely use the employer’s confidential information or customer relationships (§ 542.43). A non-solicitation agreement bars them from recruiting co-workers or soliciting the company’s customers.

Employees and executives sign these most often. Independent contractors sign them too. So do owners who sell a business. A buyer often asks the seller to stay out of the market for a period after closing.

These agreements usually come up when something changes. A salesperson leaves and takes accounts with them. A manager recruits a whole team to a rival. A seller opens a similar shop months after the sale. In each case, one side wants enforcement and the other wants to limit it.

This page is written for three groups. Employers and business owners who want to enforce a covenant. Former employees, contractors, and sellers who received a claim. Buyers and sellers who are negotiating a covenant as part of a deal.

What a Non-Compete or Non-Solicitation Dispute Covers

A covenant dispute involves enforcing an agreement or defending against one. KEW Legal handles work on both sides for business clients.

• Agreement review: the signed writing, its date, what the worker or seller received in return, which state’s law governs, and how far the restriction reaches.
• Enforcement: demand letters, cease-and-desist letters, and requests to preserve evidence.
• Defense: responding to a claim, testing whether the restriction is broader than the business needs, and answering claims about confidential information.
• Trade secrets: Florida defines a trade secret as information that derives independent economic value from not being generally known and not being readily ascertainable by proper means, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (Florida trade secret definition).
• Injunctions: requests for temporary or permanent court orders, and responses to them.
• Transactions: drafting or negotiating seller and owner covenants in a sale, purchase, or succession.

Some matters fall outside the firm’s business-side work. When that happens, the matter may be referred to another lawyer or firm, and the firm will say so.

How Florida Courts Decide Whether a Covenant Is Enforceable

A Florida court enforces a restrictive covenant only when it meets the statute’s core requirements.

The first rule is simple. A court won’t enforce the covenant unless the person it binds signed it in writing (this writing requirement is in Fla. Stat. § 542.335(1)(a), not in § 688.002, which only defines terms used in ss. 688.001-688.009). The party seeking enforcement must then prove a legitimate business interest. The statute’s list of legitimate business interests includes, but is not limited to, trade secrets and valuable confidential business information that is not a trade secret.

Enforcement of a restrictive covenant is permitted when it is reasonable in time, area, and line of business (Fla. Stat. § 542.335). Fla. Stat. § 542.335 reads: “In any action concerning enforcement of a restrictive covenant: (a) A court shall not enforce a restrictive covenant unless it is set forth in a writing signed by the person against whom enforcement is sought.” The statute sets rebuttable presumptions about reasonable time. For covenants not predicated on the protection of trade secrets, the presumptions differ for a former employee, agent, or independent contractor, for a former distributor, dealer, franchisee, or licensee of a trademark or service mark, and for a covenant tied to the sale of a business.

Courts also read these covenants in a set way. The statute directs courts to favor reasonable protection of the business interest. It bars courts from reading the covenant narrowly, against the restraint, or against the drafter.

Ask these questions about any agreement you’re reviewing:

• Is it in writing, and did the person it binds sign it?
• What specific business interest does it protect?
• Do the time limit and the area match the work the person actually did?
• Did the person sell a business, or were they an employee or contractor?

Florida’s 2025 CHOICE Act and Higher-Paid Employees

The CHOICE Act, enacted in 2025 as chapter 2025-213, sets separate rules for covered noncompete and garden leave agreements. Agreements that don’t meet those definitions remain under Section 542.335.

• Covered employee: an employee or individual contractor who earns, or is reasonably expected to earn, more than twice the annual mean wage of the county where the employer has its principal place of business (or where the employee resides, if the employer’s principal place of business is not in Florida). The term does not include a health care practitioner as defined in s. 456.001 (§ 542.43).
• Garden leave: the employee and employer agree to up to 4 years of advance notice before termination, the employee agrees not to resign before the end of that notice period, and the employer keeps paying the same salary and providing the same benefits during it, though it need not pay discretionary incentives or have the employee keep working (§ 542.43).
• Writing requirements: the employee must be advised in writing of the right to seek counsel, and must acknowledge in writing receipt of confidential information or customer relationships (§ 542.45).
• Where it applies: the Act covers a covered noncompete agreement with a covered employee whose primary place of work is in Florida, regardless of any choice-of-law clause, and one with a covered employer whose principal place of business is in Florida when the agreement is expressly governed by Florida law (§ 542.45).

Raise these questions when you review an agreement. When was it signed? What was the employee’s pay? Where is the employer’s principal place of business? Was the written notice about counsel given before signing?

Federal rules work differently.

How a Non-Compete Dispute Typically Unfolds

Most disputes move through five stages: intake, assessment, letters, court filing if needed, and resolution. Each stage builds on the one before it.

1. Intake. Gather the signed agreement, any amendments, the offer letter or sale contract, pay records, and key emails or messages.
2. Assessment. Review whether the agreement meets the signed-writing rule, what business interest is at stake, and whether the time and area fit the work.
3. Letters and talks. Send or answer demand letters, and propose options such as a standstill or narrower terms.
4. Court filing, if needed. A temporary injunction requires a proper bond.
5. Resolution. The matter ends in a settlement, a revised covenant, or a court ruling.

Fees add another layer. If the contract has a provision allowing fees to a party forced to take action to enforce it, the court may also award reasonable fees to the other side when that party prevails. This applies to contracts entered into on or after October 1, 1988 (§ 57.105).

Timing varies. A request for emergency relief moves faster than a full lawsuit. The first consultation is where your timing gets discussed.

Why Business Owners Work with KEW Legal

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. It serves Miami-Dade and South Florida and acts as outside general counsel for business owners and investors.

• The firm handles partnership and vendor disputes, employment matters for employers, commercial leases, business sales and succession, and contract work. Covenant disputes fit within that business-side practice.
• Our lawyers practice Florida business law. Kristina E. Wilson and Natalie Martinez are two of the firm’s lawyers.
• Our team includes assistants and office staff who help keep each matter organized.
• The firm works with employers, owners, sellers, and buyers on the business side of these agreements.

Questions Business Owners Ask About Non-Compete Disputes, and Next Steps

Florida courts enforce a non-compete only when it meets Chapter 542’s requirements, so the answer depends on the agreement’s terms.

Are non-compete agreements enforceable in Florida?

Yes, when the agreement is in a signed writing, is reasonably necessary to protect a legitimate business interest, and is reasonable in time, area, and line of business.

How much does a first review cost?

The first consultation is free, confidential, and comes with no obligation to continue.

Can a court change an overbroad agreement?

The statute tells courts to read a covenant in favor of reasonable protection of the business interest. Under Fla. Stat. § 542.335(1)(c), a court must modify a restraint that is overbroad, overlong, or otherwise not reasonably necessary, and grant only the relief that is reasonably necessary.

What if the employee already left for a competitor?

Next steps usually start with the signed agreement and a written demand. When a covered noncompete agreement falls within Fla. Stat. § 542.45(1), meaning a covered employee whose primary place of work is in Florida or, in certain cases, a covered employer with its principal place of business in Florida and an agreement governed by Florida law, § 542.45(5)(a)-(b) provides that, upon application by a covered employer seeking enforcement, a court must issue a preliminary injunction during the noncompete period. That injunction bars the covered employee from providing services to others and bars a business, entity, or individual from engaging that employee. The court may modify or dissolve it only if the enjoined party proves one of the statutory grounds by clear and convincing evidence based on nonconfidential information.

Do sale-of-business covenants work the same way?

Not exactly. The statute applies different time presumptions to covenants tied to the sale of a business than to covenants with former employees.

Kristina E. Wilson, one of the firm’s lawyers, is responsible for this page. If a letter about a former employee or a seller’s covenant just arrived, you don’t have to sort out the agreement alone. Call 305-990-2300 or send us a message, and our team will talk through the document, your timing, and your options.