Non-Solicitation Clauses in Ohio: The Reasonableness Test
Ohio's Common Law Framework
Ohio evaluates non-solicitation agreements under common law, applying a well-developed reasonableness test. The Ohio Supreme Court established the controlling framework in Raimonde v. Van Vlerah (1975), which remains the standard for evaluating all restrictive covenants in the state.
The Raimonde Reasonableness Test
Under Raimonde, a non-solicitation clause is enforceable only if it is reasonable. Ohio courts consider:
- No greater than necessary to protect the employer: The restriction must be the minimum needed to protect the employer's legitimate business interest, such as customer relationships or trade secrets
- Does not impose undue hardship on the employee: The clause cannot prevent the employee from earning a living
- Not injurious to the public: Enforcement must not harm public interests
How Ohio Courts Apply This
In practice, Ohio courts examining non-solicitation clauses look at:
- Duration: One to two years is typically upheld. Ohio courts have occasionally enforced three-year restrictions for employees with deep customer access
- Scope of customers: Limited to customers the employee actually served or had confidential information about
- Definition of solicitation: Clear language about what is prohibited (active outreach vs. passive acceptance)
- Consideration: Ohio courts have consistently held that continued at-will employment is sufficient consideration for a restrictive covenant, even for existing employees. This is more employer-friendly than many states
Judicial Reformation
Ohio courts apply partial enforcement under Raimonde. Rather than voiding an entire clause, a court may modify it to make it reasonable. This means overbroad clauses may still be partially enforced after judicial narrowing.
Red Flags
- Restrictions covering all company customers regardless of your involvement
- Duration exceeding three years
- No clear definition of prohibited solicitation activities
- Language that captures passive acceptance of business from former clients
- A clause combined with an unreasonable non-compete
When to Consult a Lawyer
Consider contacting an Ohio employment attorney if you are negotiating a non-solicitation clause and want to understand its likely enforceability, if you are changing jobs and need guidance on permissible customer contact, or if your former employer is seeking 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.