A non-compete lawsuit asks a court to decide whether a promise not to compete is enforceable and whether someone broke it. Florida courts apply Fla. Stat. § 542.335 to make that call. This guide offers general information about non-compete, non-solicitation, and sale-of-business covenant disputes, and what to gather first. Outcomes depend on the facts of each agreement. Eduardo A. Maura is the responsible lawyer for this page. Ayala Law PA focuses on business litigation in Florida courts and arbitration. The firm represents businesses in Tampa and Hillsborough County in Florida courts and arbitration, and its office is in Tampa, Florida.
What Is a Non-Compete Lawsuit for a Florida Business?
A non-compete lawsuit is a court case over a restriction that limits what a person or business may do after a relationship ends. Most restrictive covenants fall into three types:
- Non-compete: limits working for a competitor or starting a similar business for a set time and area.
- Non-solicitation: limits contacting or taking away customers or employees.
- Non-disclosure: limits sharing confidential business information.
The wording decides what each one covers. A clause that bars “any work in the industry” reads very differently from one that bars calling on a named customer list.
Disputes usually involve employers and departing employees, business sellers and buyers, or owners and partners who leave a company. Most start with a demand letter, a former employee joining a competitor, or a customer who moves to a new company. Acting early matters, because delay can make a dispute harder to settle cleanly. This page covers employee covenants, covenants tied to a business sale, and owner covenants. Trade secret claims are related but separate, and they often arrive in the same case.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What Does Florida Law Require Under Fla. Stat. § 542.335?
A covenant must pass several tests under the statute, and the party seeking enforcement must prove them. The statute applies even though Florida’s general ban on restraints of trade is in § 542.18.
- A covenant without one is void and unenforceable.
- Reasonable necessity. The restraint must be reasonably necessary to protect that interest. If the enforcing party makes that showing, the other side must show the restraint is overbroad, overlong, or otherwise not reasonably necessary.
- Duration presumptions. For covenants protecting trade secrets, a restraint of 5 years or less is presumed reasonable, and one over 10 years is presumed unreasonable. These presumptions can be rebuttable.
The court also may not weigh individual hardship to the person bound, but it must consider the effect on public health, safety, and welfare.
How Does Enforcing a Non-Compete Work?
The business must prove the covenant, its legitimate interest, and that the restraint is reasonably necessary. The case is built on documents, so the paper trail matters most.
Evidence that usually matters:
- The signed agreement and any amendments.
- Proof of the business interest, such as trade secret materials, confidential pricing, or customer records.
- Records showing the former employee’s new role and where it overlaps with the business.
- Records of customer contact or solicitation after the end date.
A party may ask the court for interim relief while the case is pending, and may also claim damages for breach. Which path fits depends on the facts and the timing.
Fee risk runs both ways. Under § 57.105, a court shall award a reasonable attorney’s fee, paid in equal amounts by the losing party and its attorney, when the court finds the losing party or the losing party’s attorney knew or should have known that a claim or defense was not supported by the material facts or by then-existing law, subject to exceptions: for example, a fee for a claim unsupported by then-existing law may not be awarded against a represented party, and a party seeking sanctions must first serve the motion and allow 21 days for the claim to be withdrawn or corrected. If a contract contains a provision allowing attorney’s fees to a party when it is required to take action to enforce the contract, the court may also allow reasonable attorney’s fees to the other party when that party prevails, but only for contracts entered into on or after October 1, 1988.
How Can a Business Defend Against a Non-Compete?
A defense usually asks whether the covenant is valid, backed by a real interest, and no broader than needed. Each point below turns on the facts.
- Overbreadth. Challenge the duration, territory, or activity limits as larger than necessary.
- Formation problems. Check whether a signed writing exists. Under DK Arena, promissory estoppel cannot be used to enforce an oral agreement the Statute of Frauds requires to be in a signed writing.
- Unconscionability. Under Basulto v. Hialeah Automotive, a Florida court must find both procedural unfairness (how the deal was made) and substantive unfairness (how one-sided the terms are). That case involved an arbitration agreement.
Plan for that outcome.
Practical steps:
- Keep the demand letter and do not ignore its deadlines.
- Preserve emails, customer files, and devices.
- Review the covenant before you respond in writing.
- Avoid soliciting clients or staff while the question is open.
What Is the Process and Timeline for a Covenant Dispute?
Most covenant disputes move through five stages, though the pace varies from case to case.
- Document review. The covenant, any amendments, the relationship history, and the conduct at issue all get reviewed.
- Demand letter or response. The letter can resolve the matter or define what a court would decide.
- Filing. Under § 47.011, actions are brought in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located. This section does not apply to actions against nonresidents.
- Discovery. Parties exchange documents and take depositions.
- Mediation or trial. Under § 44.102, courts must refer many money damages cases to mediation when one party asks, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, subject to listed exceptions. Mediation communications are generally confidential under § 44.405, but a signed written settlement is not, unless the parties agree otherwise.
Settlement offers also carry deadlines. Under § 45.061, a written offer stays open 45 days unless withdrawn sooner, and an offer neither withdrawn nor accepted is deemed rejected, but the section does not apply to causes of action that accrue after its effective date.
Timing and cost move with the number of parties, whether interim relief is contested, the volume of electronic records, and any added claims. Fee terms are discussed directly during a case evaluation.
Why Choose Ayala Law PA for a Non-Compete Dispute?
Ayala Law PA handles covenant disputes as part of its business litigation practice. The firm focuses on business litigation in Florida courts and arbitration.
- The practice covers commercial, contract, shareholder, construction, real estate, and international trade disputes.
- Covenant cases often overlap with those areas, such as a departing employee’s role in a contract dispute, or a covenant attached to a business sale or partnership interest.
- The firm’s office is at 1646 W Snow Ave, Tampa, Florida. It represents businesses and entrepreneurs in Tampa, Hillsborough County, and the wider Tampa Bay area in Florida courts and arbitration.
- Eduardo A. Maura is the responsible lawyer for this page. Our team handles document management and case administration.
- Covenant disputes can also involve trade secret claims, personal liability agreements, or business sale fraud.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Frequently Asked Questions
Is a non-compete enforceable in Florida?
It depends on the facts. The covenant must be in a signed writing, protect a legitimate business interest, be reasonably necessary, and be reasonable in time, area, and line of business under § 542.335.
How long can a non-compete last?
The statute sets rebuttable presumptions, not one fixed limit. For covenants against former employees, agents or independent contractors that are not tied to the sale of all or part of a business or an interest in it, six months or less is presumed reasonable and more than two years is presumed unreasonable. For trade-secret-based covenants, five years or less is presumed reasonable, and more than ten years is presumed unreasonable. The statute sets other presumptions for different types of covenants.
Can a court change an overbroad covenant?
Yes. When a restraint is overbroad, the court shall modify it and grant only the relief reasonably necessary.
Is there a federal ban on non-competes?
What should I do after a non-compete demand letter?
Keep the letter, preserve related records, and review the covenant before you respond.
If a non-compete, non-solicitation, or sale-of-business covenant is now in dispute, you can contact our office to talk through your situation. Contact Ayala Law PA at (305) 570-2208 or through the contact page to ask for a case evaluation. Bring the signed agreement and a timeline of events.
