Your Questions, Answered

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Under Minnesota law, employment noncompete terms have been illegal since July 2023. But it's important to know that, if you have a noncompete from before July 2023, it's not covered by the change in the law and may still be enforceable. 

Even though noncompetes are now invalid under Minnesota law, many employers also include nonsolicitation terms in their employment agreements. Those nonsolicitation terms aren't affected by the noncompete law, and they can still be valid and enforceable.

For more details about legal challenges to noncompete or nonsolicitation terms, see below: "Are There Ways to Legally Challenge Noncompete or Nonsolicitation Terms?"

In circumstances where you're not just an employee or independent contractor, the answer can be different. If you're an owner or former owner of a business, or if you hold some type of ownership interest in a business, you may still be subject to noncompete terms or other types of noncompete obligations.

A noncompete term restricts the types of businesses you can work for. Usually that means businesses that compete with your employer, or businesses that offer goods and services that could replace those offered by your employer. Depending on the language, a noncompete term may restrict you from working as an employee or contractor, or it may more broadly restrict you from forming other types of business relationships with a competitor.

A nonsolicitation term restricts who you can interact with. Most commonly, a nonsolicitation term will impact your ability to do business with your employer's customers. Depending on the language, a nonsolicitation term may also limit business or interactions with your employer's vendors, suppliers, employees, or contractors. In some circumstances, a nonsolicitation term can cover business prospects: not just current clients or customers, but potential ones.

Some employment agreements have "internal" or "anti-poaching" nonsolicitation terms. They forbid you from encouraging current or past coworkers to quit, or to take a job someplace else. These types of nonsolicitation terms can be valid and enforceable. So if you go work for another employer, and you directly or indirectly encourage your former coworkers to quit or join you at your new employer, you could potentially violate anti-poaching terms.

Most employment agreements define "solicitation" very broadly, to include not just direct communications, but also indirect communications and communications through intermediaries. When solicitation is defined this broadly, nearly any communication can be a solicitation, regardless of who initiated the communication.

Even when you're not the one who initiated a communication, if you discuss relationships within the scope of nonsolicitation terms, that could be enough to violate those terms. It's very dangerous to assume that, just because you didn't initiate the communication, there's no solicitation.

As discussed above, Minnesota law made employment noncompetes illegal in July 2023. If you entered into a noncompete agreement on or after July 2023, that's one way to legally challenge noncompete terms.

For nonsolicitation terms, as well as noncompete terms that predate the July 2023 change in the law, Minnesota law requires those terms to be narrowly tailored to protect legitimate business interests. But there's no simple explanation of what "narrowly tailored" means. It can depend on the type of work you do. It can also depend on things like the duration of the noncompete or nonsolicitation terms; the geographic area covered by those terms; and the types of activities or businesses covered by those terms.

Your options may also depend on other terms in your employment agreements. Under some types of agreements, you may need to bring legal challenges through arbitration instead of court. You should consult a qualified attorney before deciding to bring legal action to challenge noncompete or nonsolicitation terms.

Under Minnesota law, the answer to this question depends on whether you're a current or former employee.

Even if you're not bound by noncompete terms, an employee has a fiduciary duty to their current employer. During the employment relationship, an employee can't engage in competing activities or divert business from their employer to outsiders. But when your employment ends, you no longer have this duty toward your former employer.

Even as a former employee, you may still have other important obligations to your former employer. For instance, you may have an employment agreement with nonsolicitation terms restricting who you can do business with. You may have nondisclosure agreements that require you to keep your former employer's business information confidential. And you may have other obligations with regard to your former employer's assets, business relationships, or prospective customers.

Put another way, even without noncompete terms, some forms of competition against a former employer can still be illegal. If you're not sure about your legal obligations under agreements with a former employer, or if you have concerns about the lawfulness of competing activities, you should contact an attorney to discuss. 

Minnesota law requires that noncompete and nonsolicitation terms be narrowly tailored to protect the employer. But Minnesota law hasn't recognized that employees have a corresponding right to work. 

The law sometimes means that, when noncompete or nonsolicitation terms are legally enforceable, they may prevent you from working a certain period of time in your chosen field or profession. If you're not sure about the scope of noncompete or nonsolicitation terms, or if you have questions about whether those terms are legally enforceable, you should consult a qualified attorney.

There's no straightforward answer to this question. But there's one thing you shouldn't do, and that's ignore a cease and desist letter.

The consequences of ignoring a cease and desist letter can be harsh. Your former employer could decide to bring a lawsuit or other legal action against you. Depending on the language in your employment agreements, or the laws that are involved, your former employer may also try to hold you responsible for its attorney fees and costs.

If you respond to a cease and desist letter without consulting an attorney first, that can be risky. The employer's attorney may mislead you. Or they may pressure you to answer questions or make a statement when you don't have to. If you have concerns with a cease and desist letter, or if you're not certain about your rights and obligations, it's better to consult a qualified attorney first.