Non-Compete Agreements
Employment Law · Lesson 10
Non-Compete Agreements
這一課問的是：競業禁止協議是否可執行 — 範圍、時間、地理合理？
ActorActObjectStandardConsequence
Issue · what this lesson is really about
Is the non-compete agreement enforceable — reasonable in scope, time, and geography?
這一課問的是：競業禁止協議是否可執行 — 範圍、時間、地理合理？
Trigger words & phrases that should flag this issue:
non-competerestrictive covenantreasonablescopeFTC ban
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
non-compete
Tap to see meaning
Agreement restricting employee from competing post-employment.
競業禁止。
reasonableness test
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Time, geography, scope, employer interest, employee hardship, public interest.
合理性測試。
legitimate business interest
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Trade secrets, customer relationships, training investment.
正當業務利益。
California rule
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Cal Bus & Prof §16600: non-competes generally void.
加州規則。
blue pencil
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Court may modify overbroad terms to reasonable.
藍筆改寫。
garden leave
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Pay during restricted period.
花園假。
FTC ban
Tap to see meaning
FTC 2024 rule banning most non-competes (litigation pending).
FTC 禁令。
Rule Sentence · the workhorse
A non-compete agreement is generally enforceable only if it is reasonable in time, geographic scope, and activity restricted, supported by a legitimate business interest, and not contrary to public policy; California and a growing number of states substantially limit or prohibit non-competes.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人employer僱主
Act 行為enforcing non-compete執行競業禁止
Object 對象former employee前員工
Standard 法律標準reasonableness in scope/time/geography範圍/時間/地理之合理性
Consequence 後果enforceable or void可執行或無效
Casebook Snapshot · a real American case
BDO Seidman v. Hirshberg
Holding. A non-compete may be partially enforced (blue-penciled) where it is overbroad but reasonable in part; courts balance employer's legitimate interest against employee hardship and public interest. Overbroad client-restrictions may be narrowed.
Why it matters. BDO Seidman: courts may rescue overbroad non-competes through partial enforcement, balancing competing interests.
BDO Seidman：過廣非競條款可部分執行。
Common Mistakes · what trips students
✗ non-competes always enforceable。
✓ Many states reject or limit; CA voids most.
多州拒絕或限制；CA 廢止。
Mini IRAC · build the Application
Issue. Is a 5-year, nationwide non-compete preventing P from working in any "related field" enforceable in a state applying the reasonableness test?
Rule. A non-compete is enforceable only if reasonable in time, geographic scope, and activity, supported by legitimate business interest.
Application (model). The non-compete imposes 5-year, nationwide, broad-activity restrictions. Because reasonableness requires balancing scope, time, and geography against legitimate business interest and employee hardship, the fact that 5 years is excessive, nationwide is overbroad for most businesses, and "related field" is vague means the agreement is likely unreasonable on its face.
Pick the right element for each blank:
g1.
g2.
Conclusion. Therefore, the non-compete is likely unenforceable (or subject to blue-pencil narrowing in some jurisdictions).
MBE Check · multiple choice
P, a California resident, signs a non-compete with employer barring employment with competitors for 2 years post-employment. Is the non-compete enforceable in California?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: