Non-Solicitation Clauses in Louisiana: A Unique Legal System
Louisiana's Civil Law Difference
Louisiana is unique among U.S. states in that it follows a civil law system rather than common law. Non-compete and restrictive covenant enforceability is governed by Louisiana Revised Statutes Section 23:921, which generally declares that agreements not to compete are null and void except in specific enumerated situations.
How Non-Solicitation Clauses Fit
The critical question in Louisiana is whether a non-solicitation clause is treated as a non-compete agreement under Section 23:921. Louisiana courts have drawn distinctions:
- Customer non-solicitation clauses that prevent you from actively reaching out to former customers may be enforceable if they fit within the statutory exceptions
- Clauses that effectively prevent competition by restricting your ability to serve customers in an entire market are more likely to be treated as non-competes and subject to Section 23:921's strict requirements
- The statute requires that any permissible non-compete specify the parish(es) or municipality(ies) where it applies and cannot exceed two years
Statutory Requirements for Enforceability
If a non-solicitation clause is treated as a restrictive covenant under Section 23:921:
- It must be in writing
- It must specify the geographic area (by parish or municipality)
- It cannot exceed two years in duration
- It must be part of an employment agreement or business sale
Red Flags
- No geographic limitation by parish or municipality
- Duration exceeding two years
- Language broad enough that it functions as a non-compete
- An agreement not made at the time of hiring or as part of a separate transaction with consideration
- Failure to strictly comply with Section 23:921's requirements
When to Consult a Lawyer
Consider consulting a Louisiana attorney if you are unsure whether your non-solicitation clause falls under Section 23:921, if the clause lacks a geographic limitation, or if you need to understand how Louisiana's civil law approach differs from the common law state where your employer may be headquartered.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.