Does Virginia allow non-compete restrictions close to any of the company’s offices?

Imagine working for a large, national company. You are based in Richmond. The company has offices in Chicago, Dallas, and Los Angeles. You resign to join a competitor in Orange County, California.

Not a problem, right? After all, you are moving nearly 2,000 miles away for your new job.

What if your non-compete says, “Employee will not perform competitive services within one hundred (100) miles of any of the company’s offices.”  Based on a plain reading, you would not be able to work in Orange County because you would be within the prohibited geographic scope of your former employer’s Los Angeles office, even though all your clients are back in Virginia.

Virginia courts have struck down non-compete provisions that prohibit employees from working near any of the company’s offices. For example, in Power Distribution, Inc. v. Emergency Power Engineering, Inc., 569 F. Supp. 54,57 (E.D. Va. 1983), a Richmond federal court struck down a non-compete provision that covered every location where the company was located. The court explained:

It is not reasonable for a Virginia corporation to restrain a former employee from working in [a state where the employee never worked] simply because …. [the] company has once done business there . . . Such a far-ranging and vague provision is the antithesis of the “quite narrow and well-defined geographical limitations” upheld by Virginia courts.

See Pais v. Automation Products, 36 Va. Cir. 230 (Newport News 1995) (striking down a non-competition provision that covered a 125-mile radius from any company office and not just the office where the employee had worked).

The bottom line:  A prohibition against working near “any office” has been considered overly broad and an unenforceable restriction on former employees, but such interpretation often depends on the circumstances. An experienced non-compete lawyer can review your contract and provide guidance on its enforceability.