§ 1. Governing Statutory & Common Law Authority
The enforceability of non-competition agreements in Massachusetts is governed by Mass. Gen. Laws ch. 149, § 24L (effective Oct 2018). Non-competes limited to 1 year. Must include garden leave pay (50% of salary) OR mutually agreed-upon consideration. Cannot apply to nonexempt employees, undergrads, or terminated-without-cause employees.
Recent legislative developments: 2018 Non-competition Agreement Act established garden leave requirement and other protections.
§ 2. Compensation Threshold Requirements
Massachusetts does not impose a minimum salary threshold for non-compete enforceability. This means non-competes may be enforced against employees at any income level, including hourly and part-time workers.
§ 3. Temporal Limitations on Post-Employment Restrictions
Massachusetts limits enforceable non-compete duration to 12 months from separation. Statutory maximum of 1 year. Agreements exceeding this cap may be subject to judicial modification or voided entirely.
§ 4. Judicial Modification (Reformation Doctrine)
Massachusetts follows the reformation doctrine, granting courts broad authority to rewrite overbroad non-compete terms. This is the most employer-favorable approach — even a poorly drafted agreement may be reshaped into an enforceable restriction.
§ 5. Statutory Exemptions & Carve-Outs
Massachusetts law exempts certain workers from non-compete enforcement:
- Nonexempt employees (hourly)
- Undergraduate or graduate students in internships
- Employees terminated without cause or laid off
§ 6. Consideration & Contract Formation
Must provide garden leave (50% of highest salary in last 2 years) OR other mutually agreed-upon consideration. Whether this is legally sufficient — especially for agreements presented mid-employment rather than at hiring — is frequently contested.
§ 7. Effect of Involuntary Termination
Non-competes are expressly unenforceable if employee is terminated without cause or laid off. Courts may apply heightened scrutiny when the employer initiated the termination, particularly for termination without cause or mass layoffs.
Practitioner Notes
Garden leave requirement is unusual and very employee-friendly. Must provide copy of agreement at least 10 business days before employment starts.