Applicable Florida Law Held “Truly Obnoxious” and Not to Be Enforced in New York

After Johnson was terminated by her employer, a subsidiary of a Florida company, Johnson went to work for a competitor. Claiming that working at Johnson’s new job violated a non-compete agreement that she had signed, her prior employer sued Johnson and her new employer. The agreement sued upon contained a provision dictating that Florida law governed the parties’ relationship. The Court determined that because the parties contracted to apply Florida law, Florida Law controlled. Notwithstanding that holding, the court refused to apply Florida law.

The court discussed the general rule that while parties to a contract are free to agree to be governed by a particular state’s law, that was true so long as that governing state had some relationship to the parties or their transaction, and the law was not “truly obnoxious” to New York’s public policy. In this case, the court found that one of the related parties to Johnson’s former employer was based in Florida so that Florida law could apply. However, because Florida law on the enforcement of non-compete agreements was “truly obnoxious” to New York’s public policy, the court refused to apply that law.

The court explained that New York disfavors restricting an employee from competing with a past employer once employment has been terminated so that an individual is not prevented from earning a livelihood. Even when non-compete agreements are enforced, they are done so only to the extent that they are not unduly harsh or burdensome. Florida law, however, specifically excludes any consideration of the hardship suffered by the employee when enforcing such an agreement. Florida law further provides that a Florida court must consider the reasonable protection of the legitimate business interest established by the employer, and should not construe the non-compete provision narrowly against the employee. This “anti-employee bias” contained in Florida law, which is almost the mirror image of New York law, was found to be obnoxious and unenforceable in New York. The New York court was not persuaded by the employer’s argument that while Florida law was written as such, undue hardship was in fact considered by Florida courts’ in their practical application of the statute.

The court also refused to enforce the non-solicitation agreement, finding that it was overbroad in that it precluded Johnson’s solicitation of her prior employer’s customers even if those customers never had any relationship with Johnson. The court would not modify the agreement to reduce its scope and threw out that claim.

Non-competes in New York are not favored and to have them enforced they must raised, applied and enforced in specific ways. Simply having an employee sign a document often results in an unenforceable agreement and serves no end.

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