Contract Interpretation Rules for Non-compete/Restrictive Covenant Agreements

Non-compete clauses or restrictive covenants are contractual in nature and, therefore, are subject to Florida’s rules of contact interpretation. Simply stated, as a general rule,  if a contract is clear and unambiguous, the Court is going to apply the plain meaning of the words in the contract and is not going to look at evidence outside the contract to determine the parties’ intentions.  This principle was recently (again) affirmed in Dirico v. Redland Estates, Inc., 39 Fla. L. Weekly D1941 (Fla. 3d DCA September 10, 2014).  While the Court did not address the issue directly, it bears noting that general contract interpretation rules are subject to statutory limitations.  For example, in the context of non-compete/restrictive covenant agreements, § 542.335(1)(h), Fla. Stat., specifically states that “A court shall not employ any rule of contract construction that requires the court to construe a restrictive covenant narrowly, against the restraint, or against the drafter of the contract.” The point is that non-compete/restrictive covenant agreements should be evaluated by an attorney because they are not subject to normal rules of construction.  As we have stated before, “one should assume that the non-compete/restrictive covenant is enforceable until proven otherwise.”

Kelsky Law, P.A., is happy to analyze these agreements to determine their enforceability by employing the rules of construction particular to these agreements.