Florida Statutes

Fla. Stat. § 542.33 (2025)

Contracts in restraint of trade valid.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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542.33 Contracts in restraint of trade valid.—

¹(1) Notwithstanding other provisions of this part to the contrary, each contract by which any person is restrained from exercising a lawful profession, trade, or business of any kind, as provided by subsections (2) and (3) hereof, is to that extent valid, and all other contracts in restraint of trade are void.

(2)(a) One who sells the goodwill of a business, or any shareholder of a corporation selling or otherwise disposing of all of her or his shares in said corporation, may agree with the buyer, and one who is employed as an agent, independent contractor, or employee may agree with her or his employer, to refrain from carrying on or engaging in a similar business and from soliciting old customers of such employer within a reasonably limited time and area, so long as the buyer or any person deriving title to the goodwill from her or him, and so long as such employer, continues to carry on a like business therein. Said agreements may, in the discretion of a court of competent jurisdiction, be enforced by injunction. However, the court shall not enter an injunction contrary to the public health, safety, or welfare or in any case where the injunction enforces an unreasonable covenant not to compete or where there is no showing of irreparable injury. However, use of specific trade secrets, customer lists, or direct solicitation of existing customers shall be presumed to be an irreparable injury and may be specifically enjoined. In the event the seller of the goodwill of a business, or a shareholder selling or otherwise disposing of all her or his shares in a corporation breaches an agreement to refrain from carrying on or engaging in a similar business, irreparable injury shall be presumed.

(b) The licensee, or any person deriving title from the licensee, of the use of a trademark or service mark, and the business format or system identified by that trademark or service mark, may agree with the licensor to refrain from carrying on or engaging in a similar business and from soliciting old customers of such licensor within a reasonably limited time and area, so long as the licensor, or any person deriving title from the licensor, continues to carry on a like business therein. Said agreements may, in the discretion of a court of competent jurisdiction, be enforced by injunction.

(3) Partners may, upon or in anticipation of a dissolution of the partnership, agree that all or some of them will not carry on a similar business within a reasonably limited time and area.

(4) This section does not apply to any litigation which may be pending, or to any cause of action which may have accrued, prior to May 27, 1953.

History.—ss. 1, 2, 3, 4, ch. 28048, 1953; s. 1, ch. 79-43; s. 2, ch. 80-28; s. 1, ch. 87-40; s. 1, ch. 88-400; s. 1, ch. 90-216; s. 2, ch. 96-257; s. 756, ch. 97-103; s. 19, ch. 2025-213.

¹Note.—Amended by s. 19, ch. 2025-213, effective July 1, 2025, per s. 22, ch. 2025-213. Chapter 2025-213 became law without the Governor’s signature on July 3, 2025, per s. 8(a), Art. III of the State Constitution. In Re Advisory Opinion to the Governor Request of June 29, 1979, 374 So. 2d 959 (Fla. 1979), specifies the constitutional effective date in s. 9, Art. III of the State Constitution in this situation. The constitutional effective date is August 15, 2025, for ch. 2025-213.

Note.—Former s. 542.12.

Notes of Decisions

Cited in 114 cases (2 in the last 5 years), 1982–2021 · leading case: Hapney v. Cent. Garage, Inc., 579 So. 2d 127 (Fla. 2d DCA 1991).

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Hapney v. Cent. Garage, Inc., 579 So. 2d 127 (Fla. 2d DCA 1991). · cites it 33× “To read such a condition into the Sarasota Beverage opinion stretches that opinion beyond what appears clearly as its intended meaning and in my view could not properly be done except by this court again acting en banc. As Sarasota Beverage says, quoting from Xerographics,…”

Gupton v. Vill. Key & Saw Shop, Inc., 656 So. 2d 475 (Fla. 1995). · cites it 14× “Gupton presents two issues for our review: First, whether the 1990 amendments to section 542.33 should be applied retrospectively and, second, whether the trial court erred in limiting its injunction to direct solicitation of identifiable customers.”

Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003). · cites it 7× “[1] DISCUSSION The 1986 noncompete agreements between Goff and Ciera, and Phillips and Bishop, and the 1989 noncompete agreement between Farrell and Bishop, are governed by section 542.33, Florida Statutes (1985), which states in pertinent part: (2)(a) .”

Henao v. Prof'l Shoe Repair, Inc., 929 So. 2d 723 (Fla. 5th DCA 2006). · cites it 12× “2d DCA 1986), holds that under section 542.33, Florida Statutes (1983), a covenant prohibiting the buyer of a business from competing with the seller is unenforceable.”

Miller v. Preefer, 1 So. 3d 1278 (Fla. 4th DCA 2009). · cites it 11× “Shortly after the resolution of the 2002 litigation, Miller filed suit against the Preefer defendants seeking a declaratory judgment from the trial court that the covenant not to compete in the 1994 settlement agreement was void and unenforceable as an illegal restraint of trade…”

Sarasota Beverage Co. v. Johnson, 551 So. 2d 503 (Fla. 2d DCA 1989). · cites it 16× “Recently this court has addressed the law in Florida regarding *506 noncompetition agreements and has stated the following: Employment contracts containing noncompetition agreements are valid and enforceable in Florida.”

Bradley v. Health Coalition, Inc., 687 So. 2d 329 (Fla. 3d DCA 1997). · cites it 10× “2d at 489-90 (temporary injunction must not disserve the public interest); § 542.33, Fla. Stat. (1991) ("the court shall not enter an injunction contrary to the public health, safety, or welfare"); Kendall B.”

Env't Servs., Inc. v. Carter, 9 So. 3d 1258 (Fla. 5th DCA 2009). · cites it 6× “The appellate court reversed the temporary injunction, explaining the then-applicable statute, section 542.33, Florida Statutes (1995), did not prohibit servicing customers who voluntarily follow an employee to his/her new place of employment, and there was no finding that the…”

Sun Elastic Corp. v. OB Indus., 603 So. 2d 516 (Fla. 3d DCA 1992). · cites it 17× “I am unable to agree with the majority's suggestion that section 542.33, Florida Statutes (1991), creates what amounts to an irrebuttable presumption.”

DePuy Orthopaedics, Inc. v. Waxman, 95 So. 3d 928 (Fla. 1st DCA 2012). · cites it 8× “2008), which analyzed the predecessor statute, section 542.33, Florida Statutes (1985). In the second case, Corporate Express, the Florida Supreme Court analyzed and applied section 542.”

Lovell Farms, Inc. v. Levy, 641 So. 2d 103 (Fla. 3d DCA 1994). · cites it 11× “Under section 542.33(1), (2)(a), Florida Statutes (1993), the use of trade secrets creates a presumption of irreparable injury.”

Wolf v. James G. Barrie, Pa, 858 So. 2d 1083 (Fla. 2d DCA 2003). · cites it 11× “2003) (interpreting section 542.33, Florida Statutes (1985), and holding that when a sale of assets includes a noncompete agreement the purchaser can only enforce the terms of such an agreement with the employee's consent).”

Show all 114 citing cases →

— 542.33(1) — 13 cases

Env't Servs., Inc. v. Carter, 9 So. 3d 1258 (Fla. 5th DCA 2009). “The appellate court reversed the temporary injunction, explaining the then-applicable statute, section 542.33, Florida Statutes (1995), did not prohibit servicing customers who voluntarily follow an employee to his/her new place of employment, and there was no finding that the…”

Henao v. Prof'l Shoe Repair, Inc., 929 So. 2d 723 (Fla. 5th DCA 2006). “2d DCA 1986), holds that under section 542.33, Florida Statutes (1983), a covenant prohibiting the buyer of a business from competing with the seller is unenforceable.”

Sun Elastic Corp. v. OB Indus., 603 So. 2d 516 (Fla. 3d DCA 1992). “I am unable to agree with the majority's suggestion that section 542.33, Florida Statutes (1991), creates what amounts to an irrebuttable presumption.”

Ware v. Money-Plan Int'l, Inc., 467 So. 2d 1072 (Fla. 2d DCA 1985).

Herndon v. Eli Witt Co., 420 So. 2d 920 (Fla. 1st DCA 1982).

— 542.33(2) — 8 cases

Miller v. Preefer, 1 So. 3d 1278 (Fla. 4th DCA 2009). “Shortly after the resolution of the 2002 litigation, Miller filed suit against the Preefer defendants seeking a declaratory judgment from the trial court that the covenant not to compete in the 1994 settlement agreement was void and unenforceable as an illegal restraint of trade…”

Joseph U. Moore, Inc. v. Neu, 500 So. 2d 561 (Fla. 2d DCA 1986).

Sarasota Beverage Co. v. Johnson, 551 So. 2d 503 (Fla. 2d DCA 1989). “Recently this court has addressed the law in Florida regarding *506 noncompetition agreements and has stated the following: Employment contracts containing noncompetition agreements are valid and enforceable in Florida.”

Tiffany Sands, Inc. v. Mezhibovsky, 463 So. 2d 349 (Fla. 3d DCA 1985).

— 542.33(2)(a) — 49 cases

Hapney v. Cent. Garage, Inc., 579 So. 2d 127 (Fla. 2d DCA 1991). “To read such a condition into the Sarasota Beverage opinion stretches that opinion beyond what appears clearly as its intended meaning and in my view could not properly be done except by this court again acting en banc. As Sarasota Beverage says, quoting from Xerographics,…”

Gupton v. Vill. Key & Saw Shop, Inc., 656 So. 2d 475 (Fla. 1995). “Gupton presents two issues for our review: First, whether the 1990 amendments to section 542.33 should be applied retrospectively and, second, whether the trial court erred in limiting its injunction to direct solicitation of identifiable customers.”

Lovell Farms, Inc. v. Levy, 641 So. 2d 103 (Fla. 3d DCA 1994). “Under section 542.33(1), (2)(a), Florida Statutes (1993), the use of trade secrets creates a presumption of irreparable injury.”

Wolf v. James G. Barrie, Pa, 858 So. 2d 1083 (Fla. 2d DCA 2003). “2003) (interpreting section 542.33, Florida Statutes (1985), and holding that when a sale of assets includes a noncompete agreement the purchaser can only enforce the terms of such an agreement with the employee's consent).”

— 542.33(2)(b) — 2 cases

In Re Printronics, Inc., 189 B.R. 995 (Bankr. N.D. Fla. 1995).

Servpro Indus., Inc. v. Spohn, 638 So. 2d 1001 (Fla. 4th DCA 1994).

— 542.33(3) — 1 case

Spencer Pest Control v. Smith, 637 So. 2d 292 (Fla. 5th DCA 1994).

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