Florida Statute 542.335 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXIII
REGULATION OF TRADE, COMMERCE, INVESTMENTS, AND SOLICITATIONS

Chapter 542
COMBINATIONS RESTRICTING TRADE OR COMMERCE

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F.S. 542.335

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.

F.S. 542.335 on Google Scholar

F.S. 542.335 on Casetext

Amendments to 542.335

Arrestable Offenses / Crimes under Fla. Stat. 542.335

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 542.335.

Annotations, Discussions, Cases:

Cases Citing Statute 542.335

Total Results: 20

DAY, DEMARINIS v. HYDROLOGIC DISTRIBUTION COMPANY, RAYBET ORTEGA

Court: District Court of Appeal of Florida | Date Filed: 2024-11-15

Snippet: reasonable in time, area, and line of business." § 542.335(1), Fla. Stat. (2023). To be enforceable, the contract

PATIENT DEPOT, LLC v. ACADIA ENTERPRISES, INC., RYAN O'CONNOR and LORI ANN O'CONNOR

Court: District Court of Appeal of Florida | Date Filed: 2023-04-26

Snippet: tortious interference as being barred by section 542.335, Florida Statutes (2020). Appellees did not assert

RUSSEL VESSELS, JR AND COAST TO COAST TERRAZZO, LLC vs DR. TERRAZZO OF FLORIDA, LLC D/B/A DR. TERRAZZO

Court: District Court of Appeal of Florida | Date Filed: 2022-12-22

Snippet: and is void and unenforceable. § 542.335(1)(b), Fla. Stat. (2021). Although the trial

COMPOUNDING DOCS, INC. v. SCSC ENTERPRISES, LLC

Court: District Court of Appeal of Florida | Date Filed: 2022-08-10

Snippet: not enforceable. The motion referenced section 542.335(1)(j), Florida Statutes (2021), which states: “No

LAW OFFICES OF KRAVITZ & GUERRA, P.A., etc. v. CECILIA BRANNON

Court: District Court of Appeal of Florida | Date Filed: 2022-02-09

Snippet: not a party to this lawsuit. See § 542.335(1)(f)(1)–(2), Fla. Stat.; Tusa v. Roffe, 791 So

JAVIER ALONSO-LLAMAZARES, M.D. v. INTERNATIONAL DERMATOLOGY RESEARCH, INC., etc.

Court: District Court of Appeal of Florida | Date Filed: 2022-01-19

Snippet: was entitled to an injunction because section 542.335(1)(j), Florida Statutes (2017), 2 provides that

AMERIGAS PROPANE, INC. v. NELSON SANCHEZ

Court: District Court of Appeal of Florida | Date Filed: 2021-11-03

Snippet: legitimate business interest in accordance with section 542.335(1)(b), Florida Statutes (2019). Here, AmeriGas

GFA INTERNATIONAL, INC. v. ERIC TRILLAS

Court: District Court of Appeal of Florida | Date Filed: 2021-09-01

Snippet: “Covenants not to compete are governed by section 542.335, Florida Statutes.” Walsh v. Paw Trucking, Inc

REINELDO URGELLES v. COMBINED INSURANCE COMPANY OF AMERICA

Court: District Court of Appeal of Florida | Date Filed: 2021-03-24

Snippet: Likelihood of Irreparable Harm Section 542.335, Florida Statutes, permits the entry of injunctions

RAUCH, WEAVER, NORFLEET, KURTZ & CO, INC. v. GARNAN ENTERPRISES, LLC and NANCY LEGAULT

Court: District Court of Appeal of Florida | Date Filed: 2021-03-17

Snippet: that the trial court properly relied on section 542.335, Florida Statutes (2014). The Broker’s

PICTURE IT SOLD PHOTOGRAPHY, LLC v. SCOTT BUNKELMAN

Court: District Court of Appeal of Florida | Date Filed: 2020-01-08

Snippet: its motion for a temporary injunction. Section 542.335, Florida Statutes (2018), governs the enforcement

In Re: Standard Jury Instructions in Contract and Business Cases - 2018 Report

Court: Supreme Court of Florida | Date Filed: 2019-01-04

Snippet: should be given meaning); see alsosee also section 542.335(1)(h), Florida Statutes (providing an example in

In Re: Standard Jury Instructions in Contract and Business Cases-2018 Report.

Court: Supreme Court of Florida | Date Filed: 2018-12-06

Citation: 260 So. 3d 87

Snippet: see also see also section 542.335(1)(h), Florida Statutes (providing an example in

Data Payment Systems v. Caso

Court: District Court of Appeal of Florida | Date Filed: 2018-08-01

Citation: 253 So. 3d 53

Snippet: 1996, the Florida Legislature adopted section 542.335 of the Florida Statutes to specifically validate

Ansaarie v. First Coast Cardiovascular Inst., P.A.

Court: District Court of Appeal of Florida | Date Filed: 2018-06-28

Citation: 252 So. 3d 287

Snippet: protected legitimate business interest under section 542.335, Florida Statutes (2016) ). To be entitled to a

PREMIER COMPOUNDING PHARMACY, INC. v. ERIC LARSON

Court: District Court of Appeal of Florida | Date Filed: 2018-06-13

Citation: 250 So. 3d 94

Snippet: agreement, particularly paragraph 12, and section 542.335, Florida Statutes (2016). Appellee contended that

Salazar v. Hometeam Pest Defense, Inc.

Court: District Court of Appeal of Florida | Date Filed: 2017-11-17

Citation: 230 So. 3d 619

Snippet: established by the person seeking enforcement.” § 542.335(l)(h), Fla. Stat. (2009). Despite the legislature’s

& SC16-400 Elizabeth White v. Mederi Caretenders Visiting Services of Southeast Florida, LLC., and Americare Home Therapy, Inc., etc. v. Carla Hiles

Court: Supreme Court of Florida | Date Filed: 2017-09-14

Citation: 226 So. 3d 774

Snippet: protected legitimate business interest under section 542.335, Florida Statutes (2016). 1 For the

Collier HMA Physician Management, LLC v. Brian Menichello, M.D.

Court: District Court of Appeal of Florida | Date Filed: 2017-05-31

Citation: 223 So. 3d 334, 2017 WL 2364675, 2017 Fla. App. LEXIS 7772

Snippet: assignee or successor as required under section 542.335(l)(f), Florida Statutes (2012). Because the circuit

Allied Universal Corp. v. Given

Court: District Court of Appeal of Florida | Date Filed: 2017-03-15

Citation: 223 So. 3d 1040, 2017 WL 1018502, 2017 Fla. App. LEXIS 3459

Snippet: issue in this appeal is controlled by Section 542.335 Florida Statutes (2016) (Valid restraints of trade