Non-Solicitation Clauses in Tennessee: Court Standards

Tennessee's Common Law Framework

Tennessee evaluates non-solicitation agreements under common law principles. The Tennessee Supreme Court in Allright Auto Parks v. Berry and the Court of Appeals in Central Adjustment Bureau v. Ingram established the state's framework for analyzing restrictive covenants, including non-solicitation clauses.

What Tennessee Courts Require

Tennessee courts consider non-solicitation clauses enforceable when they satisfy these requirements:

• Supported by adequate consideration: For new employees, the employment is sufficient. For existing employees, Tennessee courts have held that continued employment is generally sufficient consideration, though this has been debated in recent decisions
• Reasonable time limitation: Tennessee courts commonly uphold restrictions of one to two years. The specific industry and the employee's level of customer access influence what courts consider reasonable
• Reasonable scope: The restriction must be limited to customers the employee actually served or about whom they possess confidential information
• Protects a legitimate employer interest: Customer goodwill, trade secrets, confidential customer information, or specialized training investments
• Not oppressive to the employee: The clause should not prevent the employee from earning a reasonable livelihood

Judicial Reformation in Tennessee

Tennessee courts have the power to reform overbroad restrictive covenants rather than voiding them entirely. Courts can narrow the duration, scope, or geographic area of a non-solicitation clause to make it reasonable. This is favorable to employers but means employees should not assume that an overbroad clause is automatically unenforceable.

Red Flags

• Restrictions covering all company customers rather than those you personally served
• Duration exceeding two years without a strong business justification
• Clauses that prevent you from accepting business from former customers who contact you independently
• Overly broad definitions that blur the line between non-solicitation and non-compete
• An agreement signed under duress or without time to review

When to Consult a Lawyer

Consider consulting a Tennessee employment attorney if you are reviewing a non-solicitation clause before signing, if you have left your employer and are concerned about contacting former clients, or if a former employer has threatened legal action over alleged solicitation.

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