Breach Of Non-Compete Agreements Between Businesses: Key Florida Case Law Every Owner Should Know

Florida is one of the most enforcement friendly states in the country for non-competes, but it is not a free for all. If you are trying to enforce a non-compete against another business (or defend against one), Florida law forces the fight into a few specific buckets: is there a signed written covenant, is there a legitimate business interest, and is the restriction reasonably necessary in time, geography, and line of business. If you require assistance with a case involving a non-compete agreement, our Fort Lauderdale, FL breach of contract lawyer is here to help.

The Statute That Controls Almost Everything: Fla. Stat. § 542.335

Florida non-compete disputes live and die under Fla. Stat. § 542.335, which governs “restrictive covenants” that limit competition during or after a contract term. The statute permits enforcement if the restraint is reasonable in time, area, and line of business, but only if specific requirements are met.

1) It Must Be In Writing And Signed

Florida courts cannot enforce a restrictive covenant unless it is in writing and signed by the person against whom enforcement is sought.
For business deals, that means sloppy paperwork can kill your case before you ever get to “fairness.”

2) The Enforcing Party Must Prove A Legitimate Business Interest

The party seeking enforcement must plead and prove one or more “legitimate business interests” that justify the restriction. The statute gives a non-exhaustive list: trade secrets, valuable confidential information, substantial customer relationships, goodwill tied to a name or location or marketing area, and extraordinary or specialized training.

The Florida Supreme Court has emphasized that whether something qualifies as a legitimate business interest is context specific and often factual, not a one-size-fits-all rule.

A practical example: in White v. Mederi Caretenders, the Florida Supreme Court held that home health referral sources can be a legitimate business interest under the statute, reinforcing that the statutory list is not closed and that courts look at the real business asset being protected.

3) The Enforcing Party Must Show The Restraint Is Reasonably Necessary

Even with a legitimate business interest, the enforcing party must also prove the restraint is reasonably necessary to protect it.
If the enforcing party makes a prima facie showing of necessity, the burden shifts to the other side to prove the restriction is overbroad, overlong, or otherwise unnecessary.

Here is the part business owners miss: Florida law requires courts to modify an overbroad restriction and enforce it to the extent reasonably necessary, rather than throwing it out entirely.

“between Businesses” Changes The Analysis: Duration Presumptions Matter

Non-competes in a sale of business, franchise, distribution, or trademark license context tend to get more judicial tolerance than an employee non-compete. Florida’s statute spells this out with rebuttable presumptions on duration:

• Former distributor, dealer, franchisee, or trademark/service mark licensee: 1 year or less is presumed reasonable; more than 3 years is presumed unreasonable.
• Seller of all or part of a business (assets or equity interest): 3 years or less is presumed reasonable; more than 7 years is presumed unreasonable.
• Trade secrets based restrictions: 5 years or less is presumed reasonable; more than 10 years is presumed unreasonable.
• Employees or contractors (not your focus here, but useful for mixed relationships): 6 months or less presumed reasonable; more than 2 years presumed unreasonable.

If you are enforcing a business-to-business covenant, these presumptions are a huge strategic lever. If your contract is inside the “presumed reasonable” window, the other side is starting uphill.

Injunctions Are The Main Event, Not Damages

In real non-compete litigation, the first fight is usually a temporary injunction. Florida law explicitly authorizes enforcement by temporary and permanent injunctions.

Two rules make Florida especially aggressive here:

Presumption Of Irreparable Injury

Florida law provides that violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the party seeking enforcement.
Florida case law backed this concept long before the modern statute. In Capraro v. Lanier Business Products, Inc., the Florida Supreme Court approved the principle that irreparable injury can be presumed in covenant cases, meaning the plaintiff does not always have to prove it in the classic way.
Florida appellate courts applying the statute have echoed that once an enforceable covenant is established, the presumption shifts the burden to the defendant to show absence of irreparable injury.

Bond Requirement Still Applies

Even though injunctions are favored, the statute states a court cannot enter a temporary injunction unless the enforcing party posts a proper bond, and courts cannot enforce contractual clauses that attempt to waive or cap the bond requirement.

Defenses That Work In Florida, And Defenses That Usually Do Not

Florida’s statute is blunt about what courts can and cannot consider.

Hardship is not a defense. Courts “shall not consider” individualized economic hardship to the restrained party.
So “this will hurt my business” is not the argument. The argument is “this restriction is not reasonably necessary.”

Overbreadth is a real defense, but it often leads to modification. If the restriction is too wide in geography, duration, or scope of business activity, courts must narrow it and enforce what is reasonably necessary.

No legitimate business interest is the cleanest kill shot. If the enforcing party cannot prove a legitimate business interest, the covenant is unlawful and unenforceable.

Public policy defenses are limited. A court cannot refuse enforcement on “public policy” grounds unless it articulates the policy specifically and finds it substantially outweighs the need to protect the proven business interest.

Drafting Takeaways Business Owners Should Actually Care About

If you want a covenant that holds up and is easier to enforce:

1. Define the business interest like you mean it. Do not just say “confidential information.” Identify what is being protected: client lists, pricing models, bid strategies, vendor terms, referral channels, brand goodwill tied to a territory, and so on.
2. Match the restriction to the relationship type. If this is a franchise or distributor situation, align duration with the statutory presumptions.
3. Be precise about “line of business.” A non-compete that blocks someone from any vaguely related industry is begging to be narrowed.
4. Plan for assignment. Florida law restricts courts from refusing enforcement just because the enforcing party is an assignee or successor, but the covenant needs to be drafted to allow that enforcement properly.
5. Expect injunction litigation and build for it. Your contract should contemplate fast injunctive relief, but also recognize Florida’s bond requirement cannot be waived.

The Practical Reality

Florida non-competes are not enforced because they “feel fair.” They are enforced when the enforcing business can prove a legitimate protectable interest and show a tailored restraint that is reasonably necessary. The statute is designed to protect business interests aggressively, including presumptions that favor enforcement and a presumption of irreparable harm once a covenant is enforceable.

Business Litigation And Contract Disputes

At Perez Mayoral, P.A., we represent businesses and individuals in breach of contract and business litigation matters. Our practice focuses on resolving disputes involving broken agreements, unpaid obligations, and commercial misconduct throughout Florida.

If you are involved in a contract or business dispute and want to discuss your options, call 305-928-1077 or email [email protected] to schedule a consultation.