Massachusetts law about noncompetition agreements

Laws, cases and web sources on employee non-compete law.

If you are unable to find the information you are looking for, or if you have a specific question, please contact our law librarians for assistance.

Table of Contents

Massachusetts laws

MGL c. 149, § 24L Massachusetts Noncompetition Agreement Act

These laws ban noncompetition agreements for certain professions:

Federal laws and regulations

Executive Order on promoting competition in the American economy, Executive Office of the President, 2021.
"(g)  To address agreements that may unduly limit workers’ ability to change jobs, the Chair of the FTC is encouraged to consider working with the rest of the Commission to exercise the FTC’s statutory rulemaking authority under the Federal Trade Commission Act to curtail the unfair use of non-compete clauses and other clauses or agreements that may unfairly limit worker mobility." (Factsheet)

Non-compete clause rule, Federal Trade Commission.
Effective September 4, 2024. "The final rule provides that it is an unfair method of competition for persons to, among other things, enter into non-compete clauses (“non-competes”) with workers on or after the final rule's effective date." For more information and documentation, visit the FTC's Noncompete rule page.

Selected cases

All Stainless, Inc. v. Colby, 364 Mass. 773 (1974)
"A covenant not to compete contained in a contract for personal services will be enforced if it is reasonable, based on all the circumstances."

Automile Holdings, LLC v. McGovern, 483 Mass. 797 (2020)
An "anti-raiding" restrictive covenant is “only reasonable, and thus enforceable, if it is (1) necessary to protect a legitimate business interest, (2) reasonably limited in time and space, and (3) consonant with the public interest.”

Boulanger v. Dunkin' Donuts, Inc., 442 Mass. 635 (2004)
Under the circumstances, "covenants not to compete signed by the plaintiff as part of his franchise agreements with the defendant were enforceable" as they were necessary and reasonable.

F. A. Bartlett Tree Expert Company vs. Barrington, 353 Mass. 585 (1968)
This case sets the standard for the material change doctrine "where it appeared that after working under that contract for some years the salesman's remuneration and sales area were changed substantially..."

New England Tree Expert Co., Inc. v. Russell, 306 Mass. 504 (1940)
"It is settled in this Commonwealth that such contracts are divisible and will not be enforced as to any parts of the covenant that are not reasonably necessary for the protection of the good will of the employer's business. ... What is reasonable depends upon the facts in each case."

Novelty Bias Binding Co. v. Shevrin, 342 Mass. 714 (1961)
"It has been long settled in this Commonwealth that a covenant inserted in a contract for personal service restricting trade or competition or freedom of employment is not invalid and may be enforced in equity provided it is necessary for the protection of the employer, is reasonably limited in time and space, and is consonant with the public interest. What is reasonable depends on the facts in each case."

Richmond Brothers, Inc. v. Westinghouse Broadcasting Co., Inc., 357 Mass. 106 (1970)
An employer isn’t entitled to protection from ordinary competition.

Web sources

Employee noncompetition laws and practices: A Massachusetts paradigm shift goes national, Massachusetts Law Review, Vol. 103, No. 2, June 2022.

An explanation of covenants not to compete, Mass. Secretary of the Commonwealth (2007).

Fair competition law, Beck Reed Riden LLP.
This source keeps close tabs on noncompetition law changes across the country and especially Massachusetts. Includes 50-state surveys, and The Changing Landscape of Trade Secrets Laws and Noncompete Laws Around the Country.

HRMA Perspectives publishes “The Supreme Judicial Court and the new law imposing restrictions on non-compete agreements in Massachusetts”, Bowditch, October 2018. 
Detailed summary of the provisions of the 2018 Massachusetts law.

Massachusetts noncompete law blog, Foley Hoag.
"[F]ocuses on developments in Massachusetts in the areas of covenants not to compete, non-solicitation and non-disclosure agreements, trade secrets and the many related issues that arise when employees move between employers."

Print sources

Covenants against competition in franchise agreements, ABA, 2012.

Drafting employment documents in Massachusetts, 4th ed., MCLE, loose-leaf. Chapter 5, Restrictive covenants and protection of trade secrets. Includes sample agreements.

Employee noncompetition law, West and Westlaw.

Massachusetts employment law, 5th ed., MCLE, loose-leaf. Chapter 24.

Negotiating, drafting, and enforcing noncompetition agreements and related restrictive covenants, 6th ed., MCLE, 2021.

What to do about personnel problems in Massachusetts, BLR, loose-leaf. Vol. 1, p. E38-39. Helpful summary of the law. 

Contact   for Massachusetts law about noncompetition agreements

Last updated: May 14, 2024

Help Us Improve  with your feedback

Please do not include personal or contact information.