{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/non-compete/us/hawaii", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/non-compete/us/hawaii.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/hawaii", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/hawaii/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/hawaii/json", "type": "application/json" } ], "data": { "topic": "non-compete", "state": "hawaii", "frontmatter": { "title": "Non-Competes in Hawaii", "description": "Hawaii treats non-competes through HRS chapter 480's antitrust framework, including ancillary-covenant exceptions, the technology-worker ban, sale-of-business covenants, non-solicitation limits, remedies, and trade-secret alternatives.", "state": "Hawaii", "lastReviewed": "2026-06-02", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "enforceability": "reasonable", "bottomLine": "Hawaii treats non-competes as restraints of trade under its antitrust statute, enforcing only covenants ancillary to a legitimate purpose, and flatly banning non-compete/non-solicit clauses for technology-business employees.", "keyLaw": "Haw. Rev. Stat. § 480-4", "exceptions": "Technology-business employee ban (§ 480-4(d)); statutory categories: sale-of-business, partner-withdrawal, lease-use, trade-secret covenants", "courtNarrowing": "unsettled", "appliesToContractors": "unclear", "extendedForBreach": "Open question", "maxLength": "No statutory limit (reasonable period required)", "noticeRequirement": "None", "incomeThreshold": "None", "saleOfBusiness": "Allowed statutory category", "customerNonSolicit": "Banned for technology-business employees", "employeeNonSolicit": "Banned for technology-business employees" }, "about": [ "Hawaii non-compete agreements", "HRS 480-4", "Hawaii employee restrictive covenants", "Hawaii technology business non-competes", "Hawaii non-solicitation agreements", "Hawaii sale-of-business non-competes", "Hawaii trade secrets", "Hawaii antitrust remedies" ], "translations": [ { "language": "中文", "status": "planned" }, { "language": "Español", "status": "planned" }, { "language": "Português", "status": "planned" }, { "language": "Deutsch", "status": "planned" } ], "relatedForm": { "slug": "openagreements-restrictive-covenant-hawaii" } }, "questions": [ { "slug": "employee-non-compete-enforceability", "label": "Are employee non-competes enforceable?", "heading": "Are employee non-compete agreements enforceable in Hawaii?", "answerText": "Sometimes, but Hawaii starts from an antitrust rule. HRS 480-4(a) makes every in-state restraint of trade illegal, and HRS 480-4(c) allows only restrictive covenants that are ancillary to a legitimate purpose and do not substantially lessen competition or tend to create a monopoly.", "sources": [ { "id": "employee-hrs-480-4-baseline", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(a).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports Hawaii's baseline antitrust rule that in-state restraints of trade or commerce are illegal.", "verbatimQuote": "Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce in the State, or in any section of this State is illegal.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-employee-hrs-480-4-baseline" }, { "id": "employee-hrs-480-4-ancillary", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the statutory framework allowing certain restrictive covenants only when ancillary to a legitimate chapter 480 purpose and not substantially anticompetitive.", "verbatimQuote": "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-employee-hrs-480-4-ancillary" }, { "id": "employee-gagnon-legitimate-purpose-required", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.", "proposition": "Gagnon supports the rule that a Hawaii restrictive covenant must be ancillary to a legitimate purpose under chapter 480 even if it otherwise satisfies reasonableness factors.", "verbatimQuote": "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480.", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-employee-gagnon-legitimate-purpose-required" }, { "id": "employee-gagnon-competition-not-purpose", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).", "proposition": "Gagnon supports the rule that preventing competition is not a legitimate ancillary purpose for a Hawaii non-compete.", "verbatimQuote": "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a).", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-employee-gagnon-competition-not-purpose" }, { "id": "employee-del-rosario-special-training", "authorityType": "case-law", "tier": "primary-source-backed", "title": "7's Enterprises, Inc. v. Del Rosario", "citation": "7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).", "url": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/", "deepLink": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=Hence%2C%20as%20a%20matter%20of,information%2C%20or%20special%20customer%20relationships.", "proposition": "Del Rosario supports treating specialized training as a possible legitimate interest only when combined with other protectable business interests.", "verbatimQuote": "Hence, as a matter of law, we hold that training that provides skills beyond those of a general nature is a legitimate interest which may be considered in weighing the reasonableness of a non-competition covenant, when combined with other factors weighing in favor of a protectable business interest such as trade secrets, confidential information, or special customer relationships.", "date": "2006-09-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-employee-del-rosario-special-training" }, { "id": "employee-traeger-reasonableness-factors", "authorityType": "case-law", "tier": "primary-source-backed", "title": "7's Enterprises, Inc. v. Del Rosario", "citation": "7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).", "url": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/", "deepLink": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D", "proposition": "Del Rosario, restating the Traeger rule, supports Hawaii's three-factor reasonableness test for restrictive covenants.", "verbatimQuote": "As observed in Traeger, courts will find a non-competition provision unreasonable if “ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ”", "date": "2006-09-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-employee-traeger-reasonableness-factors" } ] }, { "slug": "protectable-interests", "label": "What interests can be protected?", "heading": "What legitimate interests can support a Hawaii non-compete?", "answerText": "Trade secrets are expressly covered, and Hawaii cases also recognize a narrow set of non-statutory interests. HRS 480-4(c)(4) covers employee or agent covenants not to use employer trade secrets, while Gagnon and Del Rosario require a legitimate ancillary purpose beyond suppressing competition.", "sources": [ { "id": "interests-hrs-480-4-trade-secrets", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c)(4).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the employee or agent trade-secret covenant exception.", "verbatimQuote": "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-hrs-480-4-trade-secrets" }, { "id": "interests-gagnon-competition-not-purpose", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).", "proposition": "Gagnon supports the rule that preventing competition is not a legitimate ancillary purpose.", "verbatimQuote": "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a).", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-gagnon-competition-not-purpose" }, { "id": "interests-del-rosario-special-training", "authorityType": "case-law", "tier": "primary-source-backed", "title": "7's Enterprises, Inc. v. Del Rosario", "citation": "7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).", "url": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/", "deepLink": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=Hence%2C%20as%20a%20matter%20of,information%2C%20or%20special%20customer%20relationships.", "proposition": "Del Rosario supports specialized training as a possible protectable interest only when combined with other protectable factors.", "verbatimQuote": "Hence, as a matter of law, we hold that training that provides skills beyond those of a general nature is a legitimate interest which may be considered in weighing the reasonableness of a non-competition covenant, when combined with other factors weighing in favor of a protectable business interest such as trade secrets, confidential information, or special customer relationships.", "date": "2006-09-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-del-rosario-special-training" }, { "id": "interests-hrs-480-4-sale", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c)(1).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the sale-of-business covenant category.", "verbatimQuote": "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-hrs-480-4-sale" }, { "id": "interests-hrs-480-4-partner", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c)(2).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the partner-withdrawal covenant category.", "verbatimQuote": "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-hrs-480-4-partner" }, { "id": "interests-hrs-480-4-lease", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c)(3).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the lease-use restrictive covenant category.", "verbatimQuote": "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-hrs-480-4-lease" }, { "id": "interests-traeger-not-exclusive", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Technicolor, Inc. v. Traeger", "citation": "Technicolor, Inc. v. Traeger, 57 Haw. 113, 551 P.2d 163 (1976).", "url": "https://www.courtlistener.com/opinion/1175722/technicolor-inc-v-traeger/", "deepLink": "https://www.courtlistener.com/opinion/1175722/technicolor-inc-v-traeger/#:~:text=Our%20understanding%20of%20the%20above,exclusive%20in%20their%20respective%20fields.", "proposition": "Traeger supports the rule that HRS 480-4(c) categories are not exclusive.", "verbatimQuote": "Our understanding of the above committee report is that the restrictive covenants and agreements enumerated under § 480-4(c) were not meant to be exclusive in their respective fields.", "date": "1976-06-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-traeger-not-exclusive" }, { "id": "interests-gagnon-legitimate-purpose-required", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.", "proposition": "Gagnon supports requiring a legitimate ancillary purpose even after reasonableness review.", "verbatimQuote": "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480.", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-gagnon-legitimate-purpose-required" }, { "id": "interests-gagnon-no-confidential-record", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=In%20addition%2C%20Locations%20did%20not,was%20no%20trade%20secret%20violation.", "proposition": "Gagnon supports scrutinizing whether alleged confidential information is actually confidential and protected.", "verbatimQuote": "In addition, Locations did not produce any evidence of and did not dispute that there was no trade secret violation.", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-interests-gagnon-no-confidential-record" } ] }, { "slug": "sale-of-business", "label": "How are sale covenants treated?", "heading": "Are sale-of-business non-competes enforceable in Hawaii?", "answerText": "Yes, if they are tied to the sale of a business and limited to a reasonable area and reasonable period. HRS 480-4(c)(1) expressly permits a transferor covenant in connection with a business sale, subject to the broader antitrust limit in HRS 480-4(c).", "sources": [ { "id": "sale-hrs-480-4-business-sale", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c)(1).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports Hawaii's sale-of-business covenant exception.", "verbatimQuote": "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-sale-hrs-480-4-business-sale" }, { "id": "sale-hrs-480-4-ancillary", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the broader antitrust limitation on restrictive covenants.", "verbatimQuote": "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-sale-hrs-480-4-ancillary" }, { "id": "sale-traeger-reasonableness-factors", "authorityType": "case-law", "tier": "primary-source-backed", "title": "7's Enterprises, Inc. v. Del Rosario", "citation": "7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).", "url": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/", "deepLink": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D", "proposition": "Del Rosario, restating the Traeger rule, supports Hawaii's three-factor reasonableness test for restrictive covenants.", "verbatimQuote": "As observed in Traeger, courts will find a non-competition provision unreasonable if “ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ”", "date": "2006-09-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-sale-traeger-reasonableness-factors" }, { "id": "sale-traeger-scope-factors", "authorityType": "case-law", "tier": "primary-source-backed", "title": "7's Enterprises, Inc. v. Del Rosario", "citation": "7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).", "url": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/", "deepLink": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=A%20court%20%E2%80%9Cmust%20examine%20such,placed%20on%20a%20given%20activity.%E2%80%9D", "proposition": "Del Rosario, restating Traeger, supports examining geographical scope, duration, and breadth when assessing reasonableness.", "verbatimQuote": "A court “must examine such factors as geographical scope, length of time, and breadth of the restriction placed on a given activity.”", "date": "2006-09-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-sale-traeger-scope-factors" } ] }, { "slug": "technology-workers", "label": "What rule applies to technology workers?", "heading": "What special non-compete rule applies to Hawaii technology-business employees?", "answerText": "Hawaii has a specific technology-business ban. Except for trade-secret covenants under HRS 480-4(c)(4), HRS 480-4(d) prohibits noncompete and nonsolicit clauses in employment contracts for employees of a technology business and makes the clause void and of no force and effect.", "sources": [ { "id": "tech-hrs-480-4-technology-ban", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(d).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports Hawaii's statutory ban on noncompete and nonsolicit clauses in employment contracts for technology-business employees, except for trade-secret covenants.", "verbatimQuote": "Except as provided in subsection (c)(4), it shall be prohibited to include a noncompete clause or a nonsolicit clause in any employment contract relating to an employee of a technology business. The clause shall be void and of no force and effect.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-tech-hrs-480-4-technology-ban" }, { "id": "tech-hrs-480-4-technology-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(d).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the definition of technology business and its broadcast and telecommunications exclusions.", "verbatimQuote": "“Technology business” means a trade or business that derives the majority of its gross income from the sale or license of products or services resulting from its software development or information technology development, or both. A “technology business” excludes any trade or business that is considered by standard practice as part of the broadcast industry or any telecommunications carrier, as defined in section 269-1, that holds a franchise or charter enacted or granted by the legislative or executive authority of the State or its predecessor governments.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-tech-hrs-480-4-technology-definition" }, { "id": "tech-hrs-480-4-noncompete-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(d).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the technology-business subsection's definition of noncompete clause.", "verbatimQuote": "“Noncompete clause” means a clause in an employment contract that prohibits an employee from working in a specific geographic area for a specific period of time after leaving employment with the employer.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-tech-hrs-480-4-noncompete-definition" }, { "id": "tech-hrs-480-4-nonsolicit-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(d).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the technology-business subsection's definition of nonsolicit clause.", "verbatimQuote": "“Nonsolicit clause” means a clause in an employment contract that prohibits an employee from soliciting employees of the employer after leaving employment with the employer.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-tech-hrs-480-4-nonsolicit-definition" }, { "id": "tech-hrs-480-4-trade-secret-exception", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c)(4).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports preserving employee or agent trade-secret covenants.", "verbatimQuote": "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-tech-hrs-480-4-trade-secret-exception" } ] }, { "slug": "non-solicitation", "label": "Are non-solicits enforceable?", "heading": "Are customer or employee non-solicitation agreements enforceable in Hawaii?", "answerText": "Sometimes, but they are analyzed as restraints of trade and need a legitimate ancillary purpose. Gagnon held that solicitation clauses require a legitimate ancillary purpose under HRS 480-4(a), and that a solicitation violation requires active initiation of contact.", "sources": [ { "id": "nonsolicit-gagnon-legitimate-purpose", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Solicitation%20clauses%20are%20also%20contracts,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).", "proposition": "Gagnon supports the rule that solicitation clauses are restraints of trade requiring a legitimate ancillary purpose.", "verbatimQuote": "Solicitation clauses are also contracts in restraint of trade or commerce that require a legitimate ancillary purpose under HRS § 480-4(a).", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-nonsolicit-gagnon-legitimate-purpose" }, { "id": "nonsolicit-gagnon-active-contact", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Our%20law%20does%20not%20clearly,an%20active%20initiation%20of%20contact.", "proposition": "Gagnon supports the rule that solicitation requires active initiation of contact.", "verbatimQuote": "Our law does not clearly define “solicitation.” We agree with reasoned opinions from other jurisdictions and now hold that “solicitation” requires an active initiation of contact.", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-nonsolicit-gagnon-active-contact" }, { "id": "nonsolicit-gagnon-no-automatic-violation", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=These%20agents%E2%80%99%20termination%20of%20their,violation%20of%20the%20non%2Dsolicitation%20clause.", "proposition": "Gagnon supports the rule that former coworkers joining a new venture does not automatically prove solicitation.", "verbatimQuote": "These agents’ termination of their employment with Locations and subsequent employment with Prestige do not automatically demonstrate a violation of the non-solicitation clause.", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-nonsolicit-gagnon-no-automatic-violation" }, { "id": "nonsolicit-hrs-480-4-technology-ban", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(d).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports the statutory ban on nonsolicit clauses for covered technology-business employees, except for trade-secret covenants.", "verbatimQuote": "Except as provided in subsection (c)(4), it shall be prohibited to include a noncompete clause or a nonsolicit clause in any employment contract relating to an employee of a technology business. The clause shall be void and of no force and effect.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-nonsolicit-hrs-480-4-technology-ban" }, { "id": "nonsolicit-hrs-480-4-trade-secret-exception", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c)(4).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports preserving employee or agent trade-secret covenants.", "verbatimQuote": "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-nonsolicit-hrs-480-4-trade-secret-exception" } ] }, { "slug": "remedies", "label": "What are the consequences?", "heading": "What remedies or consequences can follow an unlawful Hawaii non-compete?", "answerText": "Hawaii chapter 480 has private remedies. A person injured in business or property by conduct forbidden by the chapter may sue for damages, may seek an injunction, and, if the judgment or decree is for the plaintiff, receives reasonable attorney fees and costs.", "sources": [ { "id": "remedies-hrs-480-13-private-remedies", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-13", "citation": "Haw. Rev. Stat. 480-13(a).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0013.htm", "proposition": "HRS 480-13 supports private damages, treble or statutory-minimum recovery, injunctive proceedings, and fee-and-cost awards for a prevailing plaintiff injured by conduct forbidden by chapter 480.", "verbatimQuote": "Except as provided in subsections (b) and (c), any person who is injured in the person's business or property by reason of anything forbidden or declared unlawful by this chapter: (1) May sue for damages sustained by the person, and, if the judgment is for the plaintiff, the plaintiff shall be awarded a sum not less than $1,000 or threefold damages by the plaintiff sustained, whichever sum is the greater, and reasonable attorney's fees together with the costs of suit; provided that indirect purchasers injured by an illegal overcharge shall recover only compensatory damages, and reasonable attorney's fees together with the costs of suit in actions not brought under section 480-14(c); and (2) May bring proceedings to enjoin the unlawful practices, and if the decree is for the plaintiff, the plaintiff shall be awarded reasonable attorney's fees together with the costs of suit.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-remedies-hrs-480-13-private-remedies" }, { "id": "remedies-hrs-480-13-injunction-fees", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-13", "citation": "Haw. Rev. Stat. 480-13(a)(2).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0013.htm", "proposition": "HRS 480-13 supports injunction proceedings and fee-and-cost awards for a prevailing plaintiff.", "verbatimQuote": "Except as provided in subsections (b) and (c), any person who is injured in the person's business or property by reason of anything forbidden or declared unlawful by this chapter: (1) May sue for damages sustained by the person, and, if the judgment is for the plaintiff, the plaintiff shall be awarded a sum not less than $1,000 or threefold damages by the plaintiff sustained, whichever sum is the greater, and reasonable attorney's fees together with the costs of suit; provided that indirect purchasers injured by an illegal overcharge shall recover only compensatory damages, and reasonable attorney's fees together with the costs of suit in actions not brought under section 480-14(c); and (2) May bring proceedings to enjoin the unlawful practices, and if the decree is for the plaintiff, the plaintiff shall be awarded reasonable attorney's fees together with the costs of suit.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-remedies-hrs-480-13-injunction-fees" }, { "id": "remedies-hrs-480-2-unfair-competition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-2", "citation": "Haw. Rev. Stat. 480-2(a).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0002.htm", "proposition": "HRS 480-2 supports Hawaii's separate prohibition on unfair methods of competition and unfair or deceptive acts or practices.", "verbatimQuote": "Unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce are unlawful.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-remedies-hrs-480-2-unfair-competition" }, { "id": "remedies-hrs-480-2-person-actions", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-2", "citation": "Haw. Rev. Stat. 480-2(e).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0002.htm", "proposition": "HRS 480-2 supports private actions by any person for unfair methods of competition.", "verbatimQuote": "Any person may bring an action based on unfair methods of competition declared unlawful by this section.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-remedies-hrs-480-2-person-actions" } ] }, { "slug": "trade-secrets-ndas", "label": "Are trade-secret and NDA tools available?", "heading": "Are trade-secret, confidentiality, and NDA alternatives available in Hawaii?", "answerText": "Yes. HRS 480-4(c)(4) expressly allows an employee or agent covenant not to use trade secrets in competition for the time reasonably necessary to protect the employer or principal, without undue hardship on the employee or agent.", "sources": [ { "id": "alternatives-hrs-480-4-trade-secrets", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c)(4).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports employee or agent covenants that restrict use of employer or principal trade secrets in competition.", "verbatimQuote": "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-alternatives-hrs-480-4-trade-secrets" }, { "id": "alternatives-hrs-482b-8-displacement", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 482B-8", "citation": "Haw. Rev. Stat. 482B-8(a).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0482B/HRS_0482B-0008.htm", "proposition": "HRS 482B-8 supports Hawaii UTSA displacement of conflicting civil remedies for trade-secret misappropriation.", "verbatimQuote": "Except as provided in subsection (b) this chapter displaces conflicting tort, restitutionary, and other law of this State providing civil remedies for misappropriation of a trade secret.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-alternatives-hrs-482b-8-displacement" }, { "id": "alternatives-hrs-482b-8-contracts-preserved", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 482B-8", "citation": "Haw. Rev. Stat. 482B-8(b).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0482B/HRS_0482B-0008.htm", "proposition": "HRS 482B-8 supports preserving contractual remedies whether or not based on trade-secret misappropriation.", "verbatimQuote": "This chapter does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; (2) Other civil remedies that are not based upon misappropriation of a trade secret; or (3) Criminal remedies, whether or not based upon misappropriation of a trade secret.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-alternatives-hrs-482b-8-contracts-preserved" }, { "id": "alternatives-gagnon-no-confidential-record", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=In%20addition%2C%20Locations%20did%20not,was%20no%20trade%20secret%20violation.", "proposition": "Gagnon supports requiring evidence that claimed confidential information is actually protected.", "verbatimQuote": "In addition, Locations did not produce any evidence of and did not dispute that there was no trade secret violation.", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-alternatives-gagnon-no-confidential-record" } ] }, { "slug": "extended-for-breach", "label": "Does the restricted period toll?", "heading": "Does a Hawaii non-compete period toll during breach or litigation?", "answerText": "Open question. The staged Hawaii authorities do not squarely resolve whether a covenant period pauses while the former employee is allegedly breaching or while enforcement litigation is pending, so a tolling clause should be analyzed as part of the effective duration of the restraint under HRS 480-4(c) and Traeger.", "sources": [ { "id": "tolling-hrs-480-4-ancillary", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "HRS 480-4", "citation": "Haw. Rev. Stat. 480-4(c).", "url": "https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm", "proposition": "HRS 480-4 supports applying Hawaii's ancillary-purpose and anticompetitive-effect framework to the effective length of a restrictive covenant.", "verbatimQuote": "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-tolling-hrs-480-4-ancillary" }, { "id": "tolling-traeger-scope-factors", "authorityType": "case-law", "tier": "primary-source-backed", "title": "7's Enterprises, Inc. v. Del Rosario", "citation": "7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).", "url": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/", "deepLink": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=A%20court%20%E2%80%9Cmust%20examine%20such,placed%20on%20a%20given%20activity.%E2%80%9D", "proposition": "Del Rosario, restating Traeger, supports examining geographical scope, duration, and breadth as part of restrictive-covenant reasonableness.", "verbatimQuote": "A court “must examine such factors as geographical scope, length of time, and breadth of the restriction placed on a given activity.”", "date": "2006-09-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-tolling-traeger-scope-factors" }, { "id": "tolling-traeger-reasonableness-factors", "authorityType": "case-law", "tier": "primary-source-backed", "title": "7's Enterprises, Inc. v. Del Rosario", "citation": "7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).", "url": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/", "deepLink": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D", "proposition": "Del Rosario, restating the Traeger rule, supports Hawaii's three-factor reasonableness test for restrictive covenants.", "verbatimQuote": "As observed in Traeger, courts will find a non-competition provision unreasonable if “ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ”", "date": "2006-09-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-tolling-traeger-reasonableness-factors" } ] }, { "slug": "court-narrowing", "label": "Will courts narrow overbroad covenants?", "heading": "Will Hawaii courts narrow or reform an overbroad non-compete?", "answerText": "Do not rely on it as a drafting strategy. The staged Hawaii sources support judicial reasonableness review and case-specific limits on injunctions, but they do not supply a broad rule that courts will rewrite any overbroad employee non-compete into an enforceable one.", "sources": [ { "id": "narrowing-traeger-reasonableness-factors", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Technicolor, Inc. v. Traeger", "citation": "Technicolor, Inc. v. Traeger, 57 Haw. 113, 551 P.2d 163 (1976).", "url": "https://www.courtlistener.com/opinion/1175722/technicolor-inc-v-traeger/", "deepLink": "https://www.courtlistener.com/opinion/1175722/technicolor-inc-v-traeger/#:~:text=This%20%E2%80%9Creasonableness%20analysis%E2%80%9D%20is%20done,as%20a%20matter%20of%20fact.", "proposition": "Traeger supports Hawaii's reasonableness analysis for restrictive covenants.", "verbatimQuote": "This “reasonableness analysis” is done by the court, as a matter of law, and not as appellant contends, by a jury, as a matter of fact.", "date": "1976-06-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-narrowing-traeger-reasonableness-factors" }, { "id": "narrowing-del-rosario-honolulu-limit", "authorityType": "case-law", "tier": "primary-source-backed", "title": "7's Enterprises, Inc. v. Del Rosario", "citation": "7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).", "url": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/", "deepLink": "https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=The%20case%20is%20remanded%20to,to%20the%20County%20of%20Honolulu.", "proposition": "Del Rosario supports limiting the injunction to the County of Honolulu where the covenant itself had that geographic limit.", "verbatimQuote": "The case is remanded to the court to amend its judgment to reflect that the injunction involved herein is limited to the County of Honolulu.", "date": "2006-09-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-narrowing-del-rosario-honolulu-limit" }, { "id": "narrowing-gagnon-legitimate-purpose-required", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.", "proposition": "Gagnon supports the rule that lack of a legitimate ancillary purpose makes a covenant unenforceable.", "verbatimQuote": "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480.", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-narrowing-gagnon-legitimate-purpose-required" }, { "id": "narrowing-gagnon-competition-not-purpose", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Prudential Locations, LLC v. Gagnon", "citation": "Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).", "url": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/", "deepLink": "https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).", "proposition": "Gagnon supports the rule that preventing competition is not a legitimate ancillary purpose.", "verbatimQuote": "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a).", "date": "2022-02-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/hawaii#src-narrowing-gagnon-competition-not-purpose" } ] } ] } }