Non-Solicitation Clauses in Michigan: Statutory Framework
Michigan's Statutory Basis
Michigan governs restrictive covenants under the Michigan Antitrust Reform Act (MARA), MCL 445.774a, enacted in 1987. This statute reversed Michigan's prior hostility toward non-competes and expressly permits employers to enter into reasonable non-solicitation agreements with employees.
What MARA Requires
Under the Act, a non-solicitation clause is enforceable if it is:
- Reasonable in duration: Michigan courts typically uphold restrictions of one to two years. Three-year periods have been enforced in specific circumstances
- Reasonable in geographic scope or customer limitation: For non-solicitation clauses, the restriction is usually defined by customer relationships rather than geography
- Reasonable in the type of activity restricted: The clause must specifically identify what constitutes prohibited solicitation
- Designed to protect a legitimate competitive business interest: Customer relationships, trade secrets, and confidential information qualify
Judicial Reformation
One of the most significant features of Michigan law is that MARA expressly authorizes courts to reform unreasonable restrictive covenants. Under MCL 445.774a(1), a court may limit the duration, geographic area, or scope of activity to render the agreement reasonable. This means Michigan courts routinely narrow overly broad clauses rather than striking them entirely.
Red Flags
- Restrictions covering customers you never personally served
- Duration exceeding three years
- No specification of what solicitation activities are prohibited
- A restriction that prevents you from responding to customer-initiated contact
- Clauses that were imposed without adequate consideration
When to Consult a Lawyer
Consider consulting a Michigan employment attorney if you are negotiating a non-solicitation clause and want to understand the likely enforceability, if you are concerned about the scope of restricted customers, or if a former employer has filed suit or sought an injunction.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.