Veterinary Non-Competes in Massachusetts

Section 24L(b) says a noncompetition agreement must meet the minimum requirements of paragraphs (i) through (viii) to be valid and enforceable at all.

Two of those requirements set procedural timing — notice by the earlier of a formal offer or 10 business days before employment starts, if the agreement is signed at hiring.

The rest set substantive limits: the restriction must protect a legitimate business interest, its duration and geographic reach must be reasonable, and it must be supported by a garden leave clause or other agreed consideration.

Read against an offer, that means checking each of the eight items separately rather than asking one broad question.

Massachusetts sets no income threshold that exempts a veterinarian from the MNAA's checklist based on salary alone.

Section 24L(c) instead carves out four categories of workers the statute makes the agreement unenforceable against outright: employees who are non-exempt under the federal Fair Labor Standards Act, student interns and other short-term student employees, employees terminated without cause or laid off, and employees age 18 or younger.

For a worker the checklist does reach, § 24L(b)(vii) requires the agreement to be supported by a garden leave clause paying at least 50 percent of the employee's highest annualized base salary during the restricted period, or other consideration the parties specify in writing, and § 24L(b)(iv) caps the restricted period itself at 12 months, extending to 2 years only where the employee breached a fiduciary duty or unlawfully took the employer's property.

An associate reading an offer should check whether a worker-status exemption applies before checking the pay and duration terms.

Section 24L(d) gives a court discretion to reform or otherwise revise a noncompetition agreement so as to render it valid and enforceable to the extent necessary to protect the employer's legitimate business interests.

That is a broader power than striking offending words alone — the court can rewrite duration, geography or scope down to something it is willing to enforce, rather than treating one overbroad term as fatal to the whole covenant.

For a veterinarian reading a contract with a term that looks too broad, this means the clause as written is not necessarily the clause a court would ultimately apply.

Section 24L(a)'s definition of "noncompetition agreement" carves out an agreement made in connection with the sale of a business entity, or of substantially all its operating assets, or with otherwise disposing of an ownership interest — but only where the restricted party is a significant owner, member or partner who receives significant consideration or benefit from the sale.

Because that kind of covenant is excluded from the definition, the MNAA's eight-item checklist, including the 12-month cap and garden leave requirement, does not apply to it at all.

A veterinarian buying into or selling out of a Massachusetts practice is looking at a covenant governed by different rules than the employee non-compete language in the same practice's associate contracts.

The same definition section excludes, entirely, covenants not to solicit or hire the employer's employees and covenants not to solicit or transact business with the employer's customers, clients or vendors.

Because these are excluded from what counts as a "noncompetition agreement," the MNAA's checklist — the 12-month cap, the garden leave requirement, the notice timing — does not govern them.

A relief veterinarian or associate whose agreement bundles a non-compete clause with a separate client non-solicitation clause is looking at two clauses under two different legal frameworks, even though they sit in the same document.