Non-Solicitation Agreements in Louisiana: Enforceability Rules

Louisiana recognizes non-solicitation agreements as enforceable restrictive covenants under state common law and civil code principles, codified through Louisiana Revised Statutes § 23:921 and developed through case law. Unlike non-competes, which restrict where an employee can work, non-solicitation agreements restrict whom an employee can solicit—specifically customers or employees of the former employer.

Louisiana applies a three-part reasonableness test to non-solicitation agreements: (1) the restraint must be reasonable in temporal scope (duration); (2) the restraint must be reasonable in spatial scope (geographic area); and (3) the restraint must protect a legitimate business interest of the employer, such as trade secrets, confidential business information, customer relationships, or substantial business relationships. This framework comes from Donahue v. Phillips and subsequent Louisiana appellate decisions.

Unlike non-competes, non-solicitation agreements are viewed more favorably by Louisiana courts because they do not completely prevent an employee from working—they only restrict solicitation of specific customers or employees. This distinction means courts are often willing to enforce non-solicitation clauses that would be unenforceable as non-competes. Louisiana Revised Statutes § 23:921 applies to both restrictive covenants, but courts interpret non-solicitation provisions with less scrutiny than non-competes.

The key difference from federal law is that Louisiana relies entirely on state common law and statutory interpretation. There is no federal non-solicitation statute, so Louisiana law controls exclusively. Employers in Louisiana have more flexibility with non-solicitation agreements than in some states (like California, which disfavors all restrictive covenants), but less flexibility than in states with specific statutes protecting non-solicitation. Louisiana courts examine whether the duration is reasonable—typically one to three years passes scrutiny, but longer periods require stronger justification. Geographic scope must match the actual area where the employer conducts business or solicits customers.

Non-solicitation agreements are not enforceable in Louisiana if they are unreasonable in any of the three prongs: temporal, spatial, or legitimate business interest. An agreement that prohibits solicitation for an unreasonably long period (typically beyond three to five years) may be struck down entirely or reformed by a court. Similarly, a geographic scope broader than where the employer actually conducts business is unenforceable—an employer with customers only in New Orleans cannot enforce a statewide non-solicitation agreement.

Non-solicitation agreements cannot restrict an employee's ability to solicit customers if the employer has not established a protectable business interest. Louisiana courts require that the employer show the employees or customers targeted by the restriction were actual clients or business relationships with whom the employee had contact or whose names were known to the employee. Mere ownership of a customer list is not enough; the employer must show legitimate business harm from solicitation.

If the agreement is overly broad but contains severable terms, Louisiana courts may reform the agreement through blue-pencil doctrine—modifying it to make it reasonable rather than striking it entirely. However, this discretion is limited; a court will not rewrite an entire clause but may narrow temporal or geographic scope if the original intent is clear.

Non-solicitation agreements that overlap with public policy may not be enforced. For example, a non-solicitation clause that violates the National Labor Relations Act by preventing employees from discussing working conditions with coworkers has been struck down by federal courts. Louisiana courts will not enforce non-solicitation agreements that interfere with an employee's statutory rights.

Employment at-will does not override non-solicitation agreements. Even if an employee is at-will and can be terminated for any non-illegal reason, a non-solicitation agreement signed at hiring remains enforceable if the employee voluntarily agreed to it and it meets the reasonableness test.

Step 1: Document the violation. If you are aware that a former employee has solicited your customers or employees in breach of a non-solicitation agreement, immediately document the facts: dates of solicitation, names of customers or employees contacted, method of contact (email, phone, in-person), what was said, and any resulting business loss. Preserve all communications, including emails, text messages, social media messages, or witness statements from the customers or employees who were solicited. Take screenshots or save files showing the dates and content. This documentation is critical for proving breach and damages in court.

Step 2: Review the non-solicitation agreement. Carefully review the language of the agreement the employee signed. Confirm that it contains the required elements: a temporal scope (how long the restriction lasts), a spatial scope (geographic area), and a description of what is being protected (customers, employees, or both). Determine whether the employee's actions fall within the scope of the agreement. If the employee solicited customers not listed in the agreement or customers in an area outside the geographic scope, the breach claim may be weaker. Consult the employee's job title and job description to understand which customers or employees were reasonably within the employee's knowledge during employment.

Step 3: Demand compliance. Send a written cease-and-desist letter to the former employee, clearly stating the terms of the non-solicitation agreement, how they have violated it, and demanding that they immediately stop all solicitation activities. Include specific examples of the violations. A cease-and-desist letter creates a clear record of the violation and shows the employee knew they were in breach. It often prompts compliance without litigation. Send the letter via certified mail and retain proof of delivery. Include a deadline for compliance (typically 10 business days) and state that failure to comply will result in legal action for damages and injunctive relief.

Step 4: File a civil lawsuit in Louisiana state court. If the employee does not comply, file a breach of contract lawsuit in the appropriate Louisiana state district court (the court in the parish where the employee worked or where the employer is located). Non-solicitation disputes are governed by Louisiana Civil Code contract principles. Your complaint should allege: (1) existence of the non-solicitation agreement; (2) the employee's breach by soliciting customers or employees; (3) the reasonableness of the agreement under the three-part test (temporal, spatial, legitimate business interest); and (4) damages resulting from the breach. You must also request an injunction—a court order stopping the employee from further solicitation.

Step 5: Seek injunctive relief. In addition to damages (money compensation), request preliminary injunctive relief—a court order that stops the employee from soliciting while the case proceeds. To obtain a preliminary injunction in Louisiana, you must show: (1) likelihood of success on the merits of your breach claim; (2) irreparable harm that money damages cannot adequately remedy (the loss of specific customer relationships); (3) that the balance of hardships favors you; and (4) that enjoining the solicitation serves the public interest. A preliminary injunction is powerful because it stops the harmful conduct immediately while litigation continues. The court may hold a hearing before granting it.

Step 6: Litigation and discovery. If the employee contests the enforceability of the agreement, Louisiana courts will examine whether it is reasonable under the Donahue test. The defendant may argue the agreement is overly broad in time, geography, or scope. Discovery will involve exchanging documents, interrogatories, and depositions. You must prove: how long you've been in business; the geographic area where you actually solicit customers; whether the employee had access to confidential information or customer relationships; whether the agreement protects a legitimate business interest; and the actual damages (lost customers, lost revenue). Expect discovery to take 4-8 months, depending on case complexity.

Step 7: Consider settlement or mediation. Many non-solicitation cases settle before trial. An attorney can negotiate a settlement in which the employee agrees to cease solicitation in exchange for reduced damages. Mediation can be faster and cheaper than trial. If settlement fails and the case proceeds to trial, expect a jury trial where you must prove breach and damages by a preponderance of the evidence.

Step 8: Consult an employment lawyer. Non-solicitation litigation requires knowledge of Louisiana contract law, restrictive covenant doctrine, and civil procedure. Hire an employment attorney licensed in Louisiana immediately upon discovering the breach. An attorney will evaluate the strength of your case (is the agreement actually reasonable?), advise on the likelihood of injunctive relief, estimate potential damages, and handle all court filings and litigation. Many employment lawyers offer contingency fees or flat fees for demand letters and preliminary breach consultations.