Okla. Stat. » Title 15 — CONTRACTS
Oklahoma Statutes

Okla. Stat. tit. 15, § 218 (2026)

Restraint of trade - Exception as to sale of goodwill

✓ current as of July 2026
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One who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business within a specified county and any county or counties contiguous thereto, or a specified city or town or any part thereof, so long as the buyer, or any person deriving title to the goodwill from him carries on a like business therein. Provided, that any such agreement which is otherwise lawful but which exceeds the territorial limitations specified by this section may be deemed valid, but only within the county comprising the primary place of the conduct of the subject business and within any counties contiguous thereto. R.L.1910, § 979.

Notes of Decisions
Cited in 15 cases (4 in the last 5 years), 1956–2023 · leading case: Chris Cardoni v. Prosperity Bank, 805 F.3d 573 (5th Cir. 2015).
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Chris Cardoni v. Prosperity Bank, 805 F.3d 573 (5th Cir. 2015). · cites it 2× “Okla. Stat. tit. 15, § 218 . Prosperity contends that because the bankers were stockholders, they held goodwill in F & M, and Prosperity purchased that goodwill to maintain the business’s value.”
Farren v. Autoviable Servs. Inc., 508 P.2d 646 (Okla. 1973). · cites it 3× “1971 § 217, except when incident to a sale of good will, and otherwise limited as provided in 15 O.S.1971 § 218. The decisive question here then, is whether there was a “sale” of the good will of the business within the meaning of § 218.”
Bayly, Martin & Fay, Inc. v. Pickard, 780 P.2d 1168 (Okla. 1989). “Title 15 O.S.1981 § 218 provides: “One who sells the good-will of a business may agree with the buyer to refrain from carrying on a similar business within a specified county, city or part thereof, so long as the buyer, or any person deriving title to the good-will from him…”
Smoot v. B & J Restoration Servs., Inc., 279 P.3d 805 (Okla. Civ. App. 2012). “" 15 O.S.2011 § 218. Consequently, even though the Hoppers signed the Purchase Agreement in their representative capacities, they expressly agreed to be personally liable for any breach of Article IILA of the Purchase Agreement.”
Graham v. Hudgins, Thompson, Ball & Assocs., Inc., 540 P.2d 1161 (Okla. 1975). · cites it 2× “” The “next two sections” referred to are 15 O.S.1971 §§ 218 & 219, read as follows: § 218: “One who sells the good-will of a business may agree with the buyer to refrain from carrying on a similar business within a specified county, city or part thereof, so long as the buyer,…”
Inergy Propane, LLC v. Lundy, 2009 OK CIV APP 8 (Okla. Civ. App. 2008). “He does not, however, provide an argument that would exclude the Non-Compete Agreement from the exception to section 217 found in 15 O.S.2001 § 218: One who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business within a…”
Tatum v. Colonial Life & Accident Ins. Co. of Am., 465 P.2d 448 (Okla. 1970). “” Clearly, neither the sale of the good will of a business nor the dissolution, or anticipated dissolution, of a partnership is involved in the contract in question herein, so this contractual provision does not fall within the exceptions provided for in “the next two sections”…”
Brown v. Stough, 292 P.2d 176 (Okla. 1956). “” It is apparent that the above quoted provision of the contract is one by which one is restrained from exercising a lawful profession within the purview of 15 O.”
TruGreen Ltd. P'ship v. Oklahoma Landscape, Inc. (N.D. Okla. 2021). · cites it 5× “The TruGreen Agreements also provide that the employee may not: …directly or indirectly, on behalf of himself or for others, solicit, contact in any manner or sell any product to any TruGreen Customer with whom Employee had actual contact while employed by TruGreen for the…”
Aceco Valves, LLC v. Neal (W.D. Okla. 2023). · cites it 3× “2 operates as a restraint of trade, it is a permissible restraint under either Okla. Stat. tit. 15, § 218 , or the “rule of reason” test.”
CFP Acquisitions, Inc. v. Rhoades (N.D. Okla. 2020). · cites it 2× “” 15 O.S. §218 (emphasis added). Here, Marcain and its successor in interest, CFP, have carried on a “like business,” which derived substantial “goodwill” from the conveyance.”
Whinery v. Premier Funeral Mgmt. Grp. IV LLC (W.D. Okla. 2022). · cites it 2× “Provided, that any such agreement which is otherwise lawful but which exceeds the territorial limitations specified by this section may be deemed valid, but only within the county comprising the primary place of the conduct of the subject business and within any counties…”
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