Non-Solicitation Clauses in Missouri: What You Need to Know

Missouri's Strict Approach to Restrictive Covenants

Missouri courts enforce non-solicitation agreements but apply strict scrutiny. The state relies on common law, and courts have historically construed restrictive covenants narrowly against the employer. Key cases include Healthcare Services of the Ozarks v. Copeland and AEE-EMF, Inc. v. Passmore, which established Missouri's framework for evaluating these restrictions.

Enforceability Requirements

Missouri courts require that a non-solicitation clause meet all of the following:

• Legitimate employer interest: Protection of customer relationships, trade secrets, or confidential information that gives the employer a competitive advantage
• No greater than necessary: The restriction must be the minimum needed to protect the employer's interest. Missouri courts take this requirement seriously
• Not unreasonably restrictive on the employee: The clause cannot prevent the employee from earning a living
• Not contrary to public interest: Enforcement must not harm the public
• Supported by consideration: For new employees, the job is typically sufficient. For existing employees, Missouri courts require independent consideration beyond continued employment

Independent Consideration for Existing Employees

This is a critical point in Missouri. If your employer asked you to sign a non-solicitation agreement after you were already employed, the agreement may be unenforceable unless you received something of value in return, such as a raise, promotion, access to new confidential information, or a bonus.

Red Flags

• No additional consideration for agreements signed after your start date
• Restrictions broader than your actual customer contacts
• Duration exceeding two years
• A clause that prevents you from passively accepting business from former customers
• Ambiguous language about what constitutes solicitation

When to Consult a Lawyer

Consider consulting a Missouri employment attorney if you signed a non-solicitation clause mid-employment without receiving additional compensation or benefits, if the restriction seems to go beyond your actual customer relationships, or if a former employer is threatening legal action.

This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.