Dunlap & Seeger, P.A.
schedule a consultation 507-316-0628
We Know You
We work with local clients and clients throughout the country who are looking to continue to build a sense of community in Rochester.

What is required in a non-solicitation agreement in Minnesota?

Minnesota businesses often require employees to sign non-solicitation and confidentiality agreements to protect the business's proprietary information or intellectual property and to prevent employees from using their employer's information to profit at their own businesses. However, improper and poor drafting of these agreements can demolish their effectiveness.

Minnesota's statute of frauds governs written agreements which cannot be performed within one year from execution. These agreements, according to the statute of frauds, must set out in writing the benefit - known as consideration - provided to the employee in return for signing the agreement, such as the hiring or promotion of the employee or the use of equipment.

Written consideration is required because it is risky to depend on the memories and truthfulness of witnesses and parties after one year. Even if an employer provided consideration for these types of agreements, the contract could be nullified if this consideration was not expressed in writing in the agreement.

Last summer, the Minnesota Court of Appeals declined to prohibit a hair stylist from soliciting clients from her former employer even though she had signed a non-solicitation and confidentiality agreement with the former employer. The agreement also prohibited her from disclosing information from the employer's computer system which allowed her access to customer information away from the workplace. Signing the agreement was not optional and it was to remain in effect during her employment and for 24 months afterward.

The Court found that the statute of frauds applied to the agreement. Because no consideration for agreement was expressed in writing and it could not be performed until 24 months after a future unspecified date, the court ruled that it was unenforceable.

Business formation and expansion often relies upon employees keeping information, obtained at the expense of the business and its investors, confidential. Good legal advice can help business enter agreements that are enforceable and allow them to keep the advantages of their innovation and efforts.

Source: Minnesota Court of Appeals, "JAB, Inc. v. Naegle, No. A14-1742 (Minn. Ct. App., July 13, 2015)," accessed Jan. 3, 2016

No Comments

Leave a comment
Comment Information

Contact Us Today Our lawyers listen carefully to your goals and concerns while helping you obtain the best results possible. Call 507-316-0628 or fill out the form to email our team.

Bold labels are required.

Contact Information

The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.


Privacy Policy

Dunlap & Seeger, P.A.
30 3rd Street SE
Rochester, MN 55904

Toll Free: 800-636-2689
Phone: 507-316-0628
Fax: 507-288-9342
Rochester Law Office Map