The Massachusetts legislature passed the Massachusetts Noncompetition Agreement Act (MNAA) in 2018, culminating a longstanding effort to balance employers’ rights to protect legitimate business interests—such as trade secrets, goodwill, and proprietary information—against employees’ rights to pursue future job opportunities. The law imposes restrictions on the use of noncompetition agreements entered on or after October 1, 2018, with employees who work or reside in Massachusetts for at least 30 days prior to the termination of employment. On June 13, 2025, in Miele v. Foundation Medicine, Inc., the state Supreme Judicial Court issued a unanimous decision that narrows the potential scope of the MNAA’s definition of noncompetition agreements and preserves for employers the ability to protect one of their most valuable assets, their employees.
In Miele, the Plaintiff and a former employee of Defendant, Foundation Medicine, Inc., signed a restrictive covenant agreement in 2017 that included a non-solicitation provision which barred Plaintiff during employment and for one year following employment from soliciting the Defendant’s employees. In 2020, the Plaintiff executed a Transition Agreement in connection with her separation from employment that reaffirmed the non-solicitation agreement, provided substantial monetary benefits in exchange for her continued employment with the Defendant through the end of 2020, and that included a forfeiture clause providing for forfeiture of...
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