Section 23:921(I) of the Act prohibits the application of incomplete agreements against automobile sellers.  Car dealers are the only class of exempt professionals covered by the Act who cannot be deterred from selling motor vehicles by their employers.  Louisiana courts have also upheld this prohibition in situations where a seller exercises management responsibilities instead of selling.  In Louisiana, however, the situation is quite different. As the Tulane Law Review points out, Louisiana courts require a strict interpretation of non-compete obligations, making most of them null and void. Louisiana law is extremely narrow with respect to non-compete obligations, and instead of being subject to an adequacy test, most non-compete obligations are considered invalid unless proven otherwise. A non-compete obligation is a clause in an employment contract that prevents an employee from working for a competing company for a certain period of time and/or in a certain geographical area. The idea behind non-compete obligations is to prevent companies from spending resources to train their employees and give them access to valuable trade secrets, only to see how those employees bring that training and trade secrets to a competing company or the “highest bidder”. The validity of non-compete obligations in Louisiana is strictly governed by a single legal provision (La. S.R. 23:921) and its judicial interpretation. The.
R. 23:921(A)(1) begins with the general prohibition of any agreement discouraging a person from carrying on a lawful profession, trade or business, unless one of the narrow exceptions to the general prohibition contained therein is fulfilled. It provides: For breach of contract, the limitation period – called “prescription” in Louisiana – is ten (10) years.  It should be noted, however, that in the case of older, long-standing non-compete obligations that existed prior to the coming into force of the current 2003 Act, such agreements will be interpreted under an earlier and somewhat more restrictive Louisiana law. Indeed, Louisiana courts have refused to retroactively enforce the state`s non-compete clause.  The next state in our series to investigate non-compete obligations is Texas` neighbor to the east, Louisiana. As I like to say, when you travel east and cross the Sabine River from Texas to Louisiana, all the words change, but the concepts usually remain the same. This is partly true of Louisiana`s approach not to compete. For this chapter, we are accompanied by my partner Rob Ford, who is licensed in Louisiana, the only civil court in the country. Like me, Rob has dealt with a number of issues in this arena in Louisiana, and his insight is invaluable. Yes. To the.
S.R. 23:921 is “Compensation for the damage suffered and its profit” has been revoked, refundable. However, according to Louisiana jurisprudence, lump sum damages are not refundable for non-compete violations in Louisiana.  What are the exceptions to the general prohibition of non-competition in La. R. 23:921? Here are some examples of non-compete obligations that contain overly broad definitions of the employer`s business: Determining the validity of non-compete obligations under Louisiana law is different from most other states. Below are frequently asked questions about non-compete obligations under Louisiana law. Changes to LA. S.R. 23:921 expands the ability of entities to enter into restrictive agreements, rather than restricting them, which contradicts the general national tendency of States to reduce these provisions. As a result, it is time for certain companies (corporations, partnerships, and LLCs) that have covenant agreements with certain Louisiana residents (shareholders, partners, and LLC members) to review and possibly amend those agreements to extend the scope of the restrictions to individuals who can only become employees of established competitors.
Yes, if it has been designed correctly. The validity and enforceability of non-compete obligations in Louisiana are governed by a single law, La. S.R. 23:921. Failure to comply with its requirements invalidates a non-compete obligation in Louisiana.  Envtl. Safety & Health Consulting Servs., Inc.c. Fowler, 2019-0813 (La. App. 4 Cir.
3/11/20) (maintenance of a non-compete obligation limited to two years after termination); USI Ins. Services, LLC v. Tappel, 09-149 (La.App. 5 Cir. 11/10/09) 28 So.3d 419 (Detention clause, which prevents the employee from competing with the employer`s business or attracting the employer`s customers for a period of five years, violated the law governing these agreements and was therefore unenforceable). Louisiana courts will reform a non-compete clause in certain circumstances. A non-compete obligation that does not specify a valid geographical area or that does not fully comply with the law cannot be reformed.  Without a specific geographical area, the non-compete obligation cannot exist alone and cannot be reformed.  However, if, in addition to a valid geographic restriction, the non-compete obligation contains a catch-all statement that is too broad, the court will remove the overly broad catch-all statement and apply the rest of the applicable non-compete obligation.  In addition, an agreement containing an invalid non-compete obligation can be broken and enforced as long as the agreement contains a severability clause  Since Louisiana courts are reluctant to reform and separate non-compete obligations, it would be safer for employers to draft non-compete clauses that strictly comply with the law. These rules are more restrictive than those in Texas, but provide more clarity on how to draft these provisions. Non-compete obligations are also interpreted strictly in favour of the employee and against the party seeking enforcement.
Louisiana has long had a strong public policy against non-compete obligations. Because these agreements differ from the general law, the right to work in the field you choose, the Louisiana jurisdiction has the exceptions to that of La. S.R. 23: 921 These exceptions are largely based on relationships. The list of exceptions includes the relationship between the employee and the employer, the sale of the goodwill of a company, the dissolution of a partnership, the relationship between franchisor and franchisee, the relationship between the employer / IT employee, the relationship between the company and the shareholder, the partnership / partner relationship without taking into account a possible dissolution and the relationship between the company and the limited liability company / member. In the context of employer-employee relations, Louisiana law allows non-compete obligations when the agreement prevents the employee from “leading or doing a business similar to the employer`s” and/or “winning customers of the employer,” but only: Among the 2020 changes to LA. R. However, 23:921, a corporation, partnership, or LLC may enter into agreements with its shareholders, associates, and LLC members that prevent them from taking stakes in a competing corporation (as shareholders, partners, or members) and/or simply becoming employees of the competing corporation. The law in the first sentence clarifies that non-compete obligations are not enforceable in Louisiana unless the agreement falls within one of the exceptions to the general prohibition listed therein. The introductory sentence provides: In most States, non-compete obligations are subject to an adequacy test, which means that the restrictions imposed by the agreement on the employee must not be unnecessarily broad or prevent him from finding new employment.
In most cases, this means that non-compete obligations cannot prevent workers from working for a competing company for excessively long periods of time and cannot cover an unreasonably large geographical area. This article explores what non-compete obligations are and why they are difficult to enforce in Louisiana. Prior to the last amendment, which went into effect on August 1, 2020, Louisiana law did not explicitly allow agreements that prevented shareholders, partners, or members from becoming employees of competing companies. Importantly, the latest amendment now allows for agreements between a corporation, partnership or limited liability company and its shareholders, members or members that prevent them from becoming employees of a competing corporation. With the passage of the amendment, the Louisiana Legislature granted companies additional protection that can be included in their non-compete obligations. Are non-compete obligations enforceable in Louisiana? Louisiana`s approach is similar to Texas`s in concept. Non-compete obligations are null and void in Louisiana and are considered contrary to public policy, unless the non-compete obligation or non-compete agreement applies to one of the exceptions recognized by law. .