542.335
Valid restraints of trade or commerce.
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542.335 Valid restraints of trade or commerce.—
(1) Notwithstanding s. 542.18 and subsection (2), enforcement of contracts that restrict or prohibit competition during or after the term of restrictive covenants, so long as such contracts are reasonable in time, area, and line of business, is not prohibited. 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.
(b) The person seeking enforcement of a restrictive covenant shall plead and prove the existence of one or more legitimate business interests justifying the restrictive covenant. The term “legitimate business interest” includes, but is not limited to:
1. Trade secrets, as defined in s. 688.002(4).
2. Valuable confidential business or professional information that otherwise does not qualify as trade secrets.
3. Substantial relationships with specific prospective or existing customers, patients, or clients.
4. Customer, patient, or client goodwill associated with:
a. An ongoing business or professional practice, by way of trade name, trademark, service mark, or “trade dress”;
b. A specific geographic location; or
c. A specific marketing or trade area.
5. Extraordinary or specialized training.
Any restrictive covenant not supported by a legitimate business interest is unlawful and is void and unenforceable.
(c) A person seeking enforcement of a restrictive covenant also shall plead and prove that the contractually specified restraint is reasonably necessary to protect the legitimate business interest or interests justifying the restriction. If a person seeking enforcement of the restrictive covenant establishes prima facie that the restraint is reasonably necessary, the person opposing enforcement has the burden of establishing that the contractually specified restraint is overbroad, overlong, or otherwise not reasonably necessary to protect the established legitimate business interest or interests. If a contractually specified restraint is overbroad, overlong, or otherwise not reasonably necessary to protect the legitimate business interest or interests, a court shall modify the restraint and grant only the relief reasonably necessary to protect such interest or interests.
(d) In determining the reasonableness in time of a postterm restrictive covenant not predicated upon the protection of trade secrets, a court shall apply the following rebuttable presumptions:
1. In the case of a restrictive covenant sought to be enforced against a former employee, agent, or independent contractor, and not associated with the sale of all or a part of:
a. The assets of a business or professional practice, or
b. The shares of a corporation, or
c. A partnership interest, or
d. A limited liability company membership, or
e. An equity interest, of any other type, in a business or professional practice,
a court shall presume reasonable in time any restraint 6 months or less in duration and shall presume unreasonable in time any restraint more than 2 years in duration.
2. In the case of a restrictive covenant sought to be enforced against a former distributor, dealer, franchisee, or licensee of a trademark or service mark and not associated with the sale of all or a part of:
a. The assets of a business or professional practice, or
b. The shares of a corporation, or
c. A partnership interest, or
d. A limited liability company membership, or
e. An equity interest, of any other type, in a business or professional practice,
a court shall presume reasonable in time any restraint 1 year or less in duration and shall presume unreasonable in time any restraint more than 3 years in duration.
3. In the case of a restrictive covenant sought to be enforced against the seller of all or a part of:
a. The assets of a business or professional practice, or
b. The shares of a corporation, or
c. A partnership interest, or
d. A limited liability company membership, or
e. An equity interest, of any other type, in a business or professional practice,
a court shall presume reasonable in time any restraint 3 years or less in duration and shall presume unreasonable in time any restraint more than 7 years in duration.
(e) In determining the reasonableness in time of a postterm restrictive covenant predicated upon the protection of trade secrets, a court shall presume reasonable in time any restraint of 5 years or less and shall presume unreasonable in time any restraint of more than 10 years. All such presumptions shall be rebuttable presumptions.
(f) The court shall not refuse enforcement of a restrictive covenant on the ground that the person seeking enforcement is a third-party beneficiary of such contract or is an assignee or successor to a party to such contract, provided:
1. In the case of a third-party beneficiary, the restrictive covenant expressly identified the person as a third-party beneficiary of the contract and expressly stated that the restrictive covenant was intended for the benefit of such person.
2. In the case of an assignee or successor, the restrictive covenant expressly authorized enforcement by a party’s assignee or successor.
(g) In determining the enforceability of a restrictive covenant, a court:
1. Shall not consider any individualized economic or other hardship that might be caused to the person against whom enforcement is sought.
2. May consider as a defense the fact that the person seeking enforcement no longer continues in business in the area or line of business that is the subject of the action to enforce the restrictive covenant only if such discontinuance of business is not the result of a violation of the restriction.
3. Shall consider all other pertinent legal and equitable defenses.
4. Shall consider the effect of enforcement upon the public health, safety, and welfare.
(h) A court shall construe a restrictive covenant in favor of providing reasonable protection to all legitimate business interests established by the person seeking enforcement. A court shall not employ any rule of contract construction that requires the court to construe a restrictive covenant narrowly, against the restraint, or against the drafter of the contract.
(i) No court may refuse enforcement of an otherwise enforceable restrictive covenant on the ground that the contract violates public policy unless such public policy is articulated specifically by the court and the court finds that the specified public policy requirements substantially outweigh the need to protect the legitimate business interest or interests established by the person seeking enforcement of the restraint.
(j) A court shall enforce a restrictive covenant by any appropriate and effective remedy, including, but not limited to, temporary and permanent injunctions. The violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the person seeking enforcement of a restrictive covenant. No temporary injunction shall be entered unless the person seeking enforcement of a restrictive covenant gives a proper bond, and the court shall not enforce any contractual provision waiving the requirement of an injunction bond or limiting the amount of such bond.
(k) In the absence of a contractual provision authorizing an award of attorney’s fees and costs to the prevailing party, a court may award attorney’s fees and costs to the prevailing party in any action seeking enforcement of, or challenging the enforceability of, a restrictive covenant. A court shall not enforce any contractual provision limiting the court’s authority under this section.
(2) Nothing in this section shall be construed or interpreted to legalize or make enforceable any restraint of trade or commerce otherwise illegal or unenforceable under the laws of the United States or of this state.
(3) This act shall apply prospectively, and it shall not apply in actions determining the enforceability of restrictive covenants entered into before July 1, 1996.
History.—ss. 1, 3, ch. 96-257.
Notes of Decisions
Cited in 218
cases (59 in the last 5 years), 1997–2026 · leading case: & SC16-400 Elizabeth White v. Mederi Caretenders Visiting Services of Southeast Florida, LLC., and Americare Home Therap
& SC16-400 Elizabeth White v. Mederi Caretenders Visiting Services of Southeast Florida, LLC., and Americare Home Therap (2017)
“Const, The issue presented-is whether home health service referral sources can be a protected legitimate business interest under section 542.335, Florida Statutes (2016).”
ENVIRONMENTAL SERVICES, INC. v. Carter (2009)
“§ 542.335, Fla. Stat. (2005); Henao, 929 So.”
Proudfoot Consulting Co. v. Gordon (2009)
“On appeal, Gordon challenges the district court’s grant of the injunction and the damages award. After Gordon filed a notice of appeal, the district court entered a separate judgment against Gordon, awarding Proudfoot 5,050.”
DePuy Orthopaedics, Inc. v. Waxman (2012)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
Winn-Dixie Stores, Inc. v. Dolgencorp, Inc. (2007)
“[1] Dolgencorp moved for summary judgment, arguing that section 542.335, Florida Statutes (1998) rendered the grocery exclusive unenforceable against it because Dolgencorp was not a signatory to Winn-Dixie's lease.”
Autonation, Inc. v. O'BRIEN (2004)
“The Threat of Irreparable Injury If the Injunction Is Not Granted Once the party seeking enforcement of a restrictive covenant establishes one or more legitimate business interests justifying the restriction, irreparable injury is “presumed” by the Court and the burden then…”
Henao v. Professional Shoe Repair, Inc. (2006)
“33, however, was repealed with respect to restrictive covenants entered into or having an effective date on or after July 1, 1996, as a result of enactment, in 1996, of section 542.335, Florida Statutes, entitled "Valid restraints of trade or commerce.”
Bauer v. Dilib, Inc. (2009)
“335 as a whole, we must read subsection (l)(k) in context with subsection (l)(a), which states, “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.”
Corporate Exp. Office Products, Inc. v. Phillips (2003)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
Whitby v. Infinity Radio Inc. (2007)
“[5] Appellants argue that the trial court erred in applying section 542.335, and not its predecessor, section 542.”
Partylite Gifts, Inc. v. MacMillan (2012)
“Fla. Stat. § 542.335 (l)(b) and (c). 12 If the party seeking enforcement of the restrictive covenant establishes a prima facie ease, the party opposing enforcement has the burden of establishing that the contractually specified restraint is overbroad, overlong, or otherwise not…”
Milner Voice and Data, Inc. v. Tassy (2005)
“1989); Fla Stat. § 542.335. The existence of irreparable harm is presumed if intentional breach of an enforceable restrictive covenant is shown.”
— 542.335(1) — 26 cases
ENVIRONMENTAL SERVICES, INC. v. Carter (2009)
“§ 542.335, Fla. Stat. (2005); Henao, 929 So.”
Whitby v. Infinity Radio Inc. (2007)
“[5] Appellants argue that the trial court erred in applying section 542.335, and not its predecessor, section 542.”
Winn-Dixie Stores, Inc. v. Dolgencorp, Inc. (2007)
“[1] Dolgencorp moved for summary judgment, arguing that section 542.335, Florida Statutes (1998) rendered the grocery exclusive unenforceable against it because Dolgencorp was not a signatory to Winn-Dixie's lease.”
& SC16-400 Elizabeth White v. Mederi Caretenders Visiting Services of Southeast Florida, LLC., and Americare Home Therap (2017)
“Const, The issue presented-is whether home health service referral sources can be a protected legitimate business interest under section 542.335, Florida Statutes (2016).”
— 542.335(1)(a) — 10 cases
Winn-Dixie Stores, Inc. v. Dolgencorp, Inc. (2007)
“[1] Dolgencorp moved for summary judgment, arguing that section 542.335, Florida Statutes (1998) rendered the grocery exclusive unenforceable against it because Dolgencorp was not a signatory to Winn-Dixie's lease.”
— 542.335(1)(b) — 48 cases
Passalacqua v. Naviant, Inc. (2003)
— 542.335(1)(b)(1) — 1 case
— 542.335(1)(b)(2) — 3 cases
Hasley v. Harrell (2007)
— 542.335(1)(b)(3) — 2 cases
— 542.335(1)(b)(5) — 1 case
— 542.335(1)(c) — 28 cases
Whitby v. Infinity Radio Inc. (2007)
“[5] Appellants argue that the trial court erred in applying section 542.335, and not its predecessor, section 542.”
Walsh v. Paw Trucking, Inc. (2006)
— 542.335(1)(d) — 10 cases
Henao v. Professional Shoe Repair, Inc. (2006)
“33, however, was repealed with respect to restrictive covenants entered into or having an effective date on or after July 1, 1996, as a result of enactment, in 1996, of section 542.335, Florida Statutes, entitled "Valid restraints of trade or commerce.”
SOUTHERNMOST v. Torregrosa (2004)
— 542.335(1)(d)(1) — 3 cases
Head Kandy LLC v. McNeill (2023)
— 542.335(1)(d)(3) — 1 case
Head Kandy LLC v. McNeill (2023)
— 542.335(1)(e) — 2 cases
— 542.335(1)(f) — 4 cases
Whitby v. Infinity Radio Inc. (2007)
“[5] Appellants argue that the trial court erred in applying section 542.335, and not its predecessor, section 542.”
Corporate Exp. Office Products, Inc. v. Phillips (2003)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
— 542.335(1)(f)(1) — 1 case
— 542.335(1)(f)(2) — 3 cases
Whitby v. Infinity Radio Inc. (2007)
“[5] Appellants argue that the trial court erred in applying section 542.335, and not its predecessor, section 542.”
— 542.335(1)(g) — 2 cases
— 542.335(1)(g)(1) — 1 case
— 542.335(1)(g)(2) — 2 cases
Walsh v. Paw Trucking, Inc. (2006)
— 542.335(1)(g)(3) — 2 cases
Lee v. Pinsky (2005)
— 542.335(1)(h) — 17 cases
Alvarez v. Rendon (2007)
SOUTHERNMOST v. Torregrosa (2004)
Corporate Exp. Office Products, Inc. v. Phillips (2003)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
— 542.335(1)(i) — 5 cases
Corporate Exp. Office Products, Inc. v. Phillips (2003)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
The Filta Group, Inc. v. LXU, Ltd., Kenneth Melick, Kitchen Kare Innovations, LLC and Shane Farrer (2025)
— 542.335(1)(j) — 36 cases
— 542.335(1)(k) — 3 cases
— 542.335(3) — 3 cases
Winn-Dixie Stores, Inc. v. Dolgencorp, Inc. (2007)
“[1] Dolgencorp moved for summary judgment, arguing that section 542.335, Florida Statutes (1998) rendered the grocery exclusive unenforceable against it because Dolgencorp was not a signatory to Winn-Dixie's lease.”
— 542.335(b)(2) — 1 case
— 542.335(c) — 2 cases
— 542.335(d) — 1 case
Head Kandy LLC v. McNeill (2023)
— 542.335(f) — 2 cases
Uro-Care, P.A. v. Montford (1999)
— 542.335(f)(1) — 2 cases
Winn-Dixie Stores, Inc. v. Dolgencorp, Inc. (2007)
“[1] Dolgencorp moved for summary judgment, arguing that section 542.335, Florida Statutes (1998) rendered the grocery exclusive unenforceable against it because Dolgencorp was not a signatory to Winn-Dixie's lease.”
— 542.335(g) — 2 cases
— 542.335(g)(1) — 1 case
— 542.335(g)(3) — 1 case
Autonation, Inc. v. O'BRIEN (2004)
“The Threat of Irreparable Injury If the Injunction Is Not Granted Once the party seeking enforcement of a restrictive covenant establishes one or more legitimate business interests justifying the restriction, irreparable injury is “presumed” by the Court and the burden then…”
— 542.335(j) — 5 cases
— 542.335(l)(a) — 4 cases
ENVIRONMENTAL SERVICES, INC. v. Carter (2009)
“§ 542.335, Fla. Stat. (2005); Henao, 929 So.”
Bauer v. Dilib, Inc. (2009)
“335 as a whole, we must read subsection (l)(k) in context with subsection (l)(a), which states, “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.”
Milner Voice and Data, Inc. v. Tassy (2005)
“1989); Fla Stat. § 542.335. The existence of irreparable harm is presumed if intentional breach of an enforceable restrictive covenant is shown.”
— 542.335(l)(b) — 14 cases
& SC16-400 Elizabeth White v. Mederi Caretenders Visiting Services of Southeast Florida, LLC., and Americare Home Therap (2017)
“Const, The issue presented-is whether home health service referral sources can be a protected legitimate business interest under section 542.335, Florida Statutes (2016).”
ENVIRONMENTAL SERVICES, INC. v. Carter (2009)
“§ 542.335, Fla. Stat. (2005); Henao, 929 So.”
DePuy Orthopaedics, Inc. v. Waxman (2012)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
— 542.335(l)(c) — 14 cases
& SC16-400 Elizabeth White v. Mederi Caretenders Visiting Services of Southeast Florida, LLC., and Americare Home Therap (2017)
“Const, The issue presented-is whether home health service referral sources can be a protected legitimate business interest under section 542.335, Florida Statutes (2016).”
ENVIRONMENTAL SERVICES, INC. v. Carter (2009)
“§ 542.335, Fla. Stat. (2005); Henao, 929 So.”
— 542.335(l)(d) — 5 cases
ENVIRONMENTAL SERVICES, INC. v. Carter (2009)
“§ 542.335, Fla. Stat. (2005); Henao, 929 So.”
Autonation, Inc. v. O'BRIEN (2004)
“The Threat of Irreparable Injury If the Injunction Is Not Granted Once the party seeking enforcement of a restrictive covenant establishes one or more legitimate business interests justifying the restriction, irreparable injury is “presumed” by the Court and the burden then…”
— 542.335(l)(d)(2) — 1 case
— 542.335(l)(e) — 1 case
— 542.335(l)(f) — 5 cases
DePuy Orthopaedics, Inc. v. Waxman (2012)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
Patel v. Boers (2011)
— 542.335(l)(f)(2) — 1 case
Patel v. Boers (2011)
— 542.335(l)(f)(l) — 1 case
— 542.335(l)(g) — 4 cases
DePuy Orthopaedics, Inc. v. Waxman (2012)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
— 542.335(l)(g)(2) — 1 case
— 542.335(l)(g)(4) — 1 case
— 542.335(l)(g)(l) — 3 cases
— 542.335(l)(h) — 9 cases
ENVIRONMENTAL SERVICES, INC. v. Carter (2009)
“§ 542.335, Fla. Stat. (2005); Henao, 929 So.”
Bauer v. Dilib, Inc. (2009)
“335 as a whole, we must read subsection (l)(k) in context with subsection (l)(a), which states, “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.”
DePuy Orthopaedics, Inc. v. Waxman (2012)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
— 542.335(l)(i) — 4 cases
DePuy Orthopaedics, Inc. v. Waxman (2012)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
GPS INDUSTRIES, LLC v. Lewis (2010)
— 542.335(l)(j) — 10 cases
ENVIRONMENTAL SERVICES, INC. v. Carter (2009)
“§ 542.335, Fla. Stat. (2005); Henao, 929 So.”
DePuy Orthopaedics, Inc. v. Waxman (2012)
“33 was replaced by section 542.335, Florida Statutes (Supp.1996).”
Medco Data, LLC v. Bailey (2014)
— 542.335(l)(k) — 5 cases
Bauer v. Dilib, Inc. (2009)
“335 as a whole, we must read subsection (l)(k) in context with subsection (l)(a), which states, “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.”
Puleo v. Morris (2012)
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