{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/non-compete/us/michigan", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/non-compete/us/michigan.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/michigan", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/michigan/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/michigan/json", "type": "application/json" } ], "data": { "topic": "non-compete", "state": "michigan", "frontmatter": { "title": "Non-Competes in Michigan", "description": "Michigan enforces employee non-competes only when they are reasonable under MCL 445.774a, judges business-to-business covenants under the antitrust rule of reason, and gives courts discretion to limit overbroad covenants rather than voiding them outright.", "state": "Michigan", "lastReviewed": "2026-06-03", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "enforceability": "reasonable", "bottomLine": "Michigan enforces an employee non-compete if it protects a reasonable competitive business interest and is reasonable in duration, geography, and type of employment, with no categorical worker or profession ban.", "keyLaw": "MCL § 445.774a; St. Clair Medical, P.C. v. Borgiel, 270 Mich. App. 260 (2006)", "exceptions": "B2B/sale-of-business covenants judged under antitrust rule of reason; no physician or profession ban", "courtNarrowing": "rewrite", "appliesToContractors": "unclear", "extendedForBreach": "Unsettled", "maxLength": "No fixed numeric cap", "noticeRequirement": "None", "incomeThreshold": "None", "saleOfBusiness": "Rule of reason (antitrust)", "customerNonSolicit": "Reasonableness test applies", "employeeNonSolicit": "Enforceable under common-law reasonableness rather than the MCL 445.774a non-compete statute" }, "about": [ "Michigan non-compete agreements", "Michigan restrictive covenants", "MCL 445.774a reasonableness standard", "Michigan Antitrust Reform Act non-compete", "St. Clair Medical v. Borgiel reasonableness test", "Michigan business-to-business non-compete rule of reason", "Michigan non-compete consideration", "Michigan blue-pencil reformation", "Michigan Uniform Trade Secrets Act", "Michigan House Bill 4040 non-compete ban" ], "translations": [ { "language": "中文", "status": "planned" }, { "language": "Español", "status": "planned" }, { "language": "Português", "status": "planned" }, { "language": "Deutsch", "status": "planned" } ], "relatedForm": { "slug": "openagreements-restrictive-covenant-michigan" } }, "questions": [ { "slug": "employee-non-compete-enforceability", "label": "Are employee non-competes enforceable?", "heading": "Are employee non-compete agreements enforceable in Michigan?", "answerText": "Yes, sometimes. Michigan is a reasonableness state, not a general-ban state: MCL 445.774a lets an employer enforce a covenant that protects a reasonable competitive business interest and is reasonable in duration, geographic area, and the type of employment restricted.", "sources": [ { "id": "mcl-774a-employer-may-obtain", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.774a", "citation": "MCL § 445.774a(1).", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-774a", "proposition": "MCL 445.774a supports the rule that a Michigan employee non-compete is permitted when it protects a reasonable competitive business interest and is reasonable in duration, geographic area, and type of employment.", "verbatimQuote": "An employer may obtain from an employee an agreement or covenant which protects an employer's reasonable competitive business interests and expressly prohibits an employee from engaging in employment or a line of business after termination of employment if the agreement or covenant is reasonable as to its duration, geographical area, and the type of employment or line of business.", "date": "1987-12-28", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mcl-774a-employer-may-obtain" }, { "id": "borgiel-unfair-advantage", "authorityType": "case-law", "tier": "primary-source-backed", "title": "St. Clair Medical, P.C. v. Borgiel", "citation": "St. Clair Med., P.C. v. Borgiel, 270 Mich. App. 260 (2006).", "url": "https://www.courtlistener.com/opinion/2026165/st-clair-medical-pc-v-borgiel/", "deepLink": "https://www.courtlistener.com/opinion/2026165/st-clair-medical-pc-v-borgiel/#:~:text=To%20be%20reasonable%20in%20relation,using%20general%20knowledge%20or%20skill.", "proposition": "Borgiel supports the rule that a reasonable Michigan covenant must protect against an unfair competitive advantage and may not bar use of general knowledge or skill.", "verbatimQuote": "To be reasonable in relation to an employer's competitive business interest, a restrictive covenant must protect against the employee's gaining some unfair advantage in competition with the employer, but not prohibit the employee from using general knowledge or skill.", "date": "2006-05-24", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-borgiel-unfair-advantage" } ] }, { "slug": "protectable-interests", "label": "What interests are protectable?", "heading": "What legitimate business interests can support a Michigan non-compete?", "answerText": "Confidential information, customer relationships, and trade secrets are the core interests that justify a Michigan restraint; general skill and knowledge are not protectable.", "sources": [ { "id": "follmer-confidential-info", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Follmer, Rudzewicz & Co., P.C. v. Kosco", "citation": "Follmer, Rudzewicz & Co., P.C. v. Kosco, 420 Mich. 394 (1984).", "url": "https://www.courtlistener.com/opinion/1708749/follmer-rudzewicz-co-v-kosco/", "deepLink": "https://www.courtlistener.com/opinion/1708749/follmer-rudzewicz-co-v-kosco/#:~:text=To%20the%20extent%20such%20an,the%20statute%20and%20is%20enforceable.", "proposition": "Follmer supports protecting an employer's confidential information through a covenant, but only to the extent reasonably necessary.", "verbatimQuote": "To the extent such an agreement provides reasonable protection for the confidential information of the employer, it does not violate the statute and is enforceable.", "date": "1985-01-17", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-follmer-confidential-info" }, { "id": "borgiel-general-skill", "authorityType": "case-law", "tier": "primary-source-backed", "title": "St. Clair Medical, P.C. v. Borgiel", "citation": "St. Clair Med., P.C. v. Borgiel, 270 Mich. App. 260 (2006).", "url": "https://www.courtlistener.com/opinion/2026165/st-clair-medical-pc-v-borgiel/", "deepLink": "https://www.courtlistener.com/opinion/2026165/st-clair-medical-pc-v-borgiel/#:~:text=To%20be%20reasonable%20in%20relation,using%20general%20knowledge%20or%20skill.", "proposition": "Borgiel supports the limit that a non-compete cannot prohibit an employee from using general knowledge or skill.", "verbatimQuote": "To be reasonable in relation to an employer's competitive business interest, a restrictive covenant must protect against the employee's gaining some unfair advantage in competition with the employer, but not prohibit the employee from using general knowledge or skill.", "date": "2006-05-24", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-borgiel-general-skill" }, { "id": "mutsa-trade-secret-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.1902", "citation": "MCL § 445.1902(d).", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-1902", "proposition": "MCL 445.1902 supports Michigan's statutory trade-secret definition, which requires independent economic value from secrecy and reasonable secrecy efforts.", "verbatimQuote": "“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that is both of the following: (i) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.", "date": "1998-12-30", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mutsa-trade-secret-definition" } ] }, { "slug": "duration-limits", "label": "How long and how broad can it be?", "heading": "How long and how broad can a Michigan non-compete be?", "answerText": "There is no fixed numeric cap. MCL 445.774a requires the duration, geographic area, and type of employment to be reasonable, and whether a covenant clears that bar is a question of law when the facts are undisputed.", "sources": [ { "id": "mcl-774a-reasonable-scope", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.774a", "citation": "MCL § 445.774a(1).", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-774a", "proposition": "MCL 445.774a supports the requirement that a covenant be reasonable as to duration, geographic area, and type of employment or line of business.", "verbatimQuote": "An employer may obtain from an employee an agreement or covenant which protects an employer's reasonable competitive business interests and expressly prohibits an employee from engaging in employment or a line of business after termination of employment if the agreement or covenant is reasonable as to its duration, geographical area, and the type of employment or line of business.", "date": "1987-12-28", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mcl-774a-reasonable-scope" }, { "id": "coates-question-of-law", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Coates v. Bastian Brothers, Inc.", "citation": "Coates v. Bastian Bros., Inc., 276 Mich. App. 498 (2007).", "url": "https://www.courtlistener.com/opinion/2220514/coates-v-bastian-brothers-inc/", "deepLink": "https://www.courtlistener.com/opinion/2220514/coates-v-bastian-brothers-inc/#:~:text=The%20reasonableness%20of%20a%20noncompetition,the%20relevant%20facts%20are%20undisputed.", "proposition": "Coates supports that reasonableness of a Michigan non-compete is a question of law when the relevant facts are undisputed.", "verbatimQuote": "The reasonableness of a noncompetition provision is a question of law when the relevant facts are undisputed.", "date": "2007-10-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-coates-question-of-law" }, { "id": "mid-michigan-unlimited", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Mid Michigan Medical Billing Service, Inc. v. Williams", "citation": "Mid Mich. Med. Billing Serv., Inc. v. Williams, No. 323890 (Mich. Ct. App. Feb. 18, 2016).", "url": "https://www.courts.michigan.gov/siteassets/case-documents/uploads/opinions/final/coa/20160218_c323890_37_323890.opn.pdf", "proposition": "Mid Michigan Billing supports treating an unlimited-duration, unlimited-geography client restriction as unreasonable.", "verbatimQuote": "Although plaintiff argues that the expansive restriction is necessary to protect its business interests, plaintiff does not have an unlimited right to restrict the business choices of its clients.", "date": "2016-02-18", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mid-michigan-unlimited" } ] }, { "slug": "continued-employment-consideration", "label": "Is continued employment enough consideration?", "heading": "Is continued employment enough consideration for a Michigan non-compete?", "answerText": "For a genuine at-will employee, usually yes — but it is not automatic. QIS, Inc. v. Industrial Quality Control, Inc. states the rule that mere continuation of at-will employment is sufficient consideration, yet QIS itself held the covenant void for lack of consideration because the workers were just-cause employees.", "sources": [ { "id": "qis-continued-employment", "authorityType": "case-law", "tier": "primary-source-backed", "title": "QIS, Inc. v. Industrial Quality Control, Inc.", "citation": "QIS, Inc. v. Indus. Quality Control, Inc., 262 Mich. App. 592 (2004).", "url": "https://www.courtlistener.com/opinion/1591214/qis-inc-v-industrial-quality-control-inc/", "deepLink": "https://www.courtlistener.com/opinion/1591214/qis-inc-v-industrial-quality-control-inc/#:~:text=Mere%20continuation%20of%20employment%20is,in%20an%20at%2Dwill%20employment%20setting.", "proposition": "QIS states the rule that mere continuation of at-will employment is sufficient consideration for a Michigan non-compete (while holding the covenant void on its facts because the workers were just-cause employees).", "verbatimQuote": "Mere continuation of employment is sufficient consideration to support a noncompete agreement in an at-will employment setting.", "date": "2004-09-15", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-qis-continued-employment" }, { "id": "qis-just-cause", "authorityType": "case-law", "tier": "primary-source-backed", "title": "QIS, Inc. v. Industrial Quality Control, Inc.", "citation": "QIS, Inc. v. Indus. Quality Control, Inc., 262 Mich. App. 592 (2004).", "url": "https://www.courtlistener.com/opinion/1591214/qis-inc-v-industrial-quality-control-inc/", "deepLink": "https://www.courtlistener.com/opinion/1591214/qis-inc-v-industrial-quality-control-inc/#:~:text=Because%20defendants%20were%20%E2%80%9Cjust%20cause%E2%80%9D,%E2%80%9Cjust%20cause%E2%80%9D%20for%20their%20termination.", "proposition": "QIS held the covenant void for lack of consideration because the workers were just-cause employees, so continued employment did not supply consideration; refusal to sign would not amount to just cause for termination.", "verbatimQuote": "Because defendants were “just cause” employees, however, the issue is whether defendants' refusal to sign the noncompete agreement would amount to “just cause” for their termination.", "date": "2004-09-15", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-qis-just-cause" } ] }, { "slug": "court-narrowing", "label": "Can a court narrow an overbroad covenant?", "heading": "Can a Michigan court rewrite or limit an overbroad non-compete?", "answerText": "Yes. MCL 445.774a expressly lets a court limit a covenant it finds unreasonable and enforce it as limited, so Michigan is a statutory blue-pencil state.", "sources": [ { "id": "mcl-774a-court-may-limit", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.774a", "citation": "MCL § 445.774a(1).", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-774a", "proposition": "MCL 445.774a supports the rule that a Michigan court may limit an unreasonable covenant and enforce it as limited (statutory blue-pencil).", "verbatimQuote": "To the extent any such agreement or covenant is found to be unreasonable in any respect, a court may limit the agreement to render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement as limited.", "date": "1987-12-28", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mcl-774a-court-may-limit" }, { "id": "mid-michigan-limited", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Mid Michigan Medical Billing Service, Inc. v. Williams", "citation": "Mid Mich. Med. Billing Serv., Inc. v. Williams, No. 323890 (Mich. Ct. App. Feb. 18, 2016).", "url": "https://www.courts.michigan.gov/siteassets/case-documents/uploads/opinions/final/coa/20160218_c323890_37_323890.opn.pdf", "proposition": "Mid Michigan Billing supports that MCL 445.774a lets a court modify an unreasonable covenant to render it reasonable and enforceable rather than void it.", "verbatimQuote": "If the terms of a noncompetition agreement are unreasonable, MCL 445.774a allows a court to modify the terms of the agreement to render it reasonable and enforceable in light of the circumstances in which it was made.", "date": "2016-02-18", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mid-michigan-limited" } ] }, { "slug": "business-to-business", "label": "Are B2B and sale-of-business covenants judged differently?", "heading": "Are Michigan business-to-business or sale-of-business non-competes judged differently?", "answerText": "Yes. The Michigan Supreme Court held in Innovation Ventures, LLC v. Liquid Manufacturing, LLC that commercial non-competes between businesses are evaluated under the antitrust rule of reason, not the MCL 445.774a employee test.", "sources": [ { "id": "innovation-rule-of-reason", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Innovation Ventures, LLC v. Liquid Manufacturing, LLC", "citation": "Innovation Ventures, LLC v. Liquid Mfg., LLC, 499 Mich. 491 (2016).", "url": "https://www.courtlistener.com/opinion/4239128/innovation-ventures-v-liquid-manufacturing/", "deepLink": "https://www.courtlistener.com/opinion/4239128/innovation-ventures-v-liquid-manufacturing/#:~:text=Commercial%20noncompete%20agreements%20between%20businesses,should%20be%20given%20due%20deference.", "proposition": "Innovation Ventures supports judging commercial business-to-business non-competes under the antitrust rule of reason rather than the MCL 445.774a employee test.", "verbatimQuote": "Commercial noncompete agreements between businesses should be evaluated under the rule of reason, and federal court interpretations of the rule of reason should be given due deference.", "date": "2016-07-14", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-innovation-rule-of-reason" }, { "id": "mcl-772-restraint", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.772", "citation": "MCL § 445.772.", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-772", "proposition": "MCL 445.772 supports the antitrust baseline that a contract in restraint of trade in a relevant market is unlawful, which anchors the rule-of-reason analysis for commercial covenants.", "verbatimQuote": "A contract, combination, or conspiracy between 2 or more persons in restraint of, or to monopolize, trade or commerce in a relevant market is unlawful.", "date": "1985-03-29", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mcl-772-restraint" }, { "id": "mcl-784-federal-deference", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.784", "citation": "MCL § 445.784(2).", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-784", "proposition": "MCL 445.784 supports giving due deference to federal antitrust interpretations, which the rule-of-reason analysis for commercial covenants relies on.", "verbatimQuote": "It is the intent of the legislature that in construing all sections of this act, the courts shall give due deference to interpretations given by the federal courts to comparable antitrust statutes, including, without limitation, the doctrine of per se violations and the rule of reason.", "date": "1985-03-29", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mcl-784-federal-deference" } ] }, { "slug": "physician-rules", "label": "What rules affect physician non-competes?", "heading": "What special non-compete issues affect Michigan physicians?", "answerText": "Michigan does not categorically ban physician non-competes — they are analyzed under the ordinary MCL 445.774a reasonableness test, and Borgiel itself upheld a physician covenant. The distinctive problem is evidentiary, not categorical.", "sources": [ { "id": "borgiel-physician-upheld", "authorityType": "case-law", "tier": "primary-source-backed", "title": "St. Clair Medical, P.C. v. Borgiel", "citation": "St. Clair Med., P.C. v. Borgiel, 270 Mich. App. 260 (2006).", "url": "https://www.courtlistener.com/opinion/2026165/st-clair-medical-pc-v-borgiel/", "deepLink": "https://www.courtlistener.com/opinion/2026165/st-clair-medical-pc-v-borgiel/#:~:text=We%20conclude%20that%20the%20covenant,as%20required%20by%20MCL%20445.774a(1).", "proposition": "Borgiel supports that a physician non-compete can satisfy the MCL 445.774a reasonable-competitive-business-interest test.", "verbatimQuote": "We conclude that the covenant protected plaintiff from unfair competition by defendant and therefore protected a reasonable competitive business interest as required by MCL 445.774a(1).", "date": "2006-05-24", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-borgiel-physician-upheld" }, { "id": "steiner-patient-privilege", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Isidore Steiner, DPM, PC v. Bonanni", "citation": "Isidore Steiner, DPM, PC v. Bonanni, 292 Mich. App. 265 (2011).", "url": "https://www.courtlistener.com/opinion/8006439/isidore-steiner-dpm-pc-v-bonanni/", "deepLink": "https://www.courtlistener.com/opinion/8006439/isidore-steiner-dpm-pc-v-bonanni/#:~:text=Because%20Michigan%20law%20is%20more,discovery%20of%20defendant's%20patient%20information.", "proposition": "Steiner supports that Michigan's physician-patient privilege blocks discovery of nonparty patient information, creating a proof hurdle in physician non-compete enforcement.", "verbatimQuote": "Because Michigan law is more protective of patients' privacy interests in the context of this litigation, Michigan law applies to plaintiff's attempted discovery of defendant's patient information.", "date": "2011-04-07", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-steiner-patient-privilege" } ] }, { "slug": "trade-secret-overlay", "label": "How does the trade-secret act interact?", "heading": "How does Michigan's trade-secret act interact with non-competes?", "answerText": "The Michigan Uniform Trade Secrets Act runs alongside a non-compete: it displaces conflicting common-law tort remedies for misappropriation but preserves contract remedies, so a confidentiality and trade-secret strategy can backstop or substitute for a covenant.", "sources": [ { "id": "mutsa-displacement", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.1908", "citation": "MCL § 445.1908(1).", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-1908", "proposition": "MCL 445.1908 supports that MUTSA displaces conflicting common-law tort remedies for trade-secret misappropriation while preserving contract remedies.", "verbatimQuote": "Except as provided in subsection (2), this act displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret.", "date": "1998-12-30", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mutsa-displacement" }, { "id": "mutsa-limitations", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.1907", "citation": "MCL § 445.1907.", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-1907", "proposition": "MCL 445.1907 supports MUTSA's three-year limitations period for a misappropriation claim, distinct from a contract breach claim.", "verbatimQuote": "An action for misappropriation must be brought within 3 years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered.", "date": "1998-12-30", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mutsa-limitations" }, { "id": "mutsa-fees", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.1905", "citation": "MCL § 445.1905.", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-1905", "proposition": "MCL 445.1905 supports fee-shifting for bad-faith misappropriation claims or willful and malicious misappropriation, relief the non-compete statute does not provide.", "verbatimQuote": "If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists, the court may award reasonable attorney's fees to the prevailing party.", "date": "1998-12-30", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mutsa-fees" } ] }, { "slug": "choice-of-law-forum", "label": "Will Michigan enforce choice-of-law and forum clauses?", "heading": "Will Michigan enforce a non-compete's choice-of-law or forum-selection clause?", "answerText": "Often yes. In the Stryker Corp. v. Ridgeway litigation (the Stone Surgical dispute), the Sixth Circuit held that a non-compete's Michigan forum-selection clause was valid and enforceable under Michigan law.", "sources": [ { "id": "stryker-michigan-clauses", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Stryker Corp. v. Ridgeway (Stone Surgical, LLC v. Stryker Corp.)", "citation": "Stryker Corp. v. Ridgeway, 858 F.3d 383 (6th Cir. 2017).", "url": "https://www.courtlistener.com/opinion/4394140/stryker-corporation-v-christopher-ridgeway/", "deepLink": "https://www.courtlistener.com/opinion/4394140/stryker-corporation-v-christopher-ridgeway/#:~:text=Under%20Michigan%20law%2C%20the%20Michigan,clause%20is%20valid%20and%20enforceable.", "proposition": "Stryker/Stone Surgical supports that a non-compete's Michigan forum-selection clause is valid and enforceable under Michigan law.", "verbatimQuote": "Under Michigan law, the Michigan forum-selection clause is valid and enforceable.", "date": "2017-05-24", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-stryker-michigan-clauses" }, { "id": "barshaw-michigan-forum-law", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Barshaw v. Allegheny Performance Plastics, LLC", "citation": "Barshaw v. Allegheny Performance Plastics, LLC, 334 Mich. App. 741 (2020).", "url": "https://www.courtlistener.com/opinion/4833431/steven-barshaw-v-allegheny-performance-plastics-llc/", "deepLink": "https://www.courtlistener.com/opinion/4833431/steven-barshaw-v-allegheny-performance-plastics-llc/#:~:text=Hence%2C%20in%20the%20absence%20of,effect%20of%20the%20forum%2Dselection%20clause.", "proposition": "Barshaw supports that a Michigan court applies Michigan law to determine the effect of a forum-selection clause, separate from any choice-of-law provision.", "verbatimQuote": "Hence, in the absence of certain factors not germane to this appeal, a forum-selection clause may be considered separately from any choice-of-law provision that may also be in the contract, and in such cases, the Michigan court in which the action has been filed, shall apply Michigan law in determining the effect of the forum-selection clause.", "date": "2020-11-24", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-barshaw-michigan-forum-law" } ] }, { "slug": "extended-for-breach", "label": "Does a non-compete toll during breach?", "heading": "Does a Michigan non-compete toll or extend during breach or litigation?", "answerText": "This is an open Michigan question. No Michigan statute or appellate decision surfaced here squarely endorses automatic judicial tolling, or enforcement of an extension-on-breach clause after the stated restricted period expires.", "sources": [ { "id": "mcl-774a-tolling-backdrop", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "MCL § 445.774a", "citation": "MCL § 445.774a(1).", "url": "https://legislature.mi.gov/Laws/MCL?objectName=mcl-445-774a", "proposition": "MCL 445.774a provides backdrop support for the tolling caution: its remedial text authorizes a court to limit an unreasonable covenant, not to extend one, so it does not endorse automatic extension.", "verbatimQuote": "To the extent any such agreement or covenant is found to be unreasonable in any respect, a court may limit the agreement to render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement as limited.", "date": "1987-12-28", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-mcl-774a-tolling-backdrop" }, { "id": "coates-tolling-backdrop", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Coates v. Bastian Brothers, Inc.", "citation": "Coates v. Bastian Bros., Inc., 276 Mich. App. 498 (2007).", "url": "https://www.courtlistener.com/opinion/2220514/coates-v-bastian-brothers-inc/", "deepLink": "https://www.courtlistener.com/opinion/2220514/coates-v-bastian-brothers-inc/#:~:text=The%20reasonableness%20of%20a%20noncompetition,the%20relevant%20facts%20are%20undisputed.", "proposition": "Coates provides backdrop support for the tolling caution: any clause that would extend the restricted period must still satisfy Michigan's reasonableness framework, which Coates treats as a question of law when facts are undisputed.", "verbatimQuote": "The reasonableness of a noncompetition provision is a question of law when the relevant facts are undisputed.", "date": "2007-10-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-coates-tolling-backdrop" } ] }, { "slug": "pending-reform", "label": "What reform should employers watch?", "heading": "What Michigan non-compete reform should employers watch?", "answerText": "None is currently law. The bill to watch is House Bill 4040 (2025), which would amend MCL 445.774a to bar nearly all worker non-competes; as of June 3, 2026 it remains in committee and has not been enacted.", "sources": [ { "id": "hb-4040-worker-ban", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Michigan House Bill 4040 (2025)", "citation": "2025 Mich. H.B. 4040 (introduced Jan. 30, 2025).", "url": "https://www.legislature.mi.gov/documents/2025-2026/billintroduced/House/htm/2025-HIB-4040.htm", "proposition": "HB 4040, the 2025 reform bill still in committee, would prohibit a business from entering into, obtaining, or enforcing a non-compete against a worker.", "verbatimQuote": "Except as otherwise provided in subsection (2), a business shall not do any of the following: (a) Enter into or attempt to enter into a noncompete agreement with a worker. (b) Obtain or attempt to obtain a noncompete agreement from a worker. (c) Enforce or attempt to enforce a noncompete agreement against a worker or former worker.", "date": "2025-01-30", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-hb-4040-worker-ban" }, { "id": "hb-4040-status", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Michigan House Bill 4040 (2025) — bill status", "citation": "2025 Mich. H.B. 4040, Bill Status (Mich. Legislature).", "url": "https://www.legislature.mi.gov/Bills/Bill?ObjectName=2025-HB-4040", "proposition": "The official Michigan Legislature bill record supports that HB 4040 was referred to the House Committee on Economic Competitiveness and has had no further (enactment) action.", "verbatimQuote": "referred to Committee on Economic Competitiveness", "date": "2025-02-04", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-hb-4040-status" }, { "id": "rayford-adhesion-reasonableness", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Rayford v. American House Roseville I, LLC", "citation": "Rayford v. American House Roseville I, LLC, ___ Mich. ___ (2025) (Docket No. 163989).", "url": "https://www.courtlistener.com/opinion/10645648/timika-rayford-v-american-house-roseville-i-llc/", "deepLink": "https://www.courtlistener.com/opinion/10645648/timika-rayford-v-american-house-roseville-i-llc/#:~:text=A%20shortened%20limitations%20provision%20contained,must%20be%20examined%20for%20reasonableness.", "proposition": "Rayford supports that a contractually shortened limitations provision in an adhesion agreement must be examined for reasonableness, which matters for onboarding packets bundling covenants.", "verbatimQuote": "A shortened limitations provision contained in such an agreement must be examined for reasonableness.", "date": "2025-07-31", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-rayford-adhesion-reasonableness" } ] }, { "slug": "employee-non-solicitation", "label": "Are employee non-solicits judged differently?", "heading": "How does Michigan treat employee (anti-raiding) non-solicits?", "answerText": "Michigan analyzes a nonsolicitation covenant — including one barring solicitation or hiring of a former employer's employees — under common-law reasonableness, not the MCL 445.774a non-compete statute.", "sources": [ { "id": "fewless-not-statute", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Total Quality, Inc. v. Fewless", "citation": "Total Quality, Inc. v. Fewless, 332 Mich. App. 681, 958 N.W.2d 294 (2020).", "url": "https://www.courtlistener.com/opinion/4767006/total-quality-inc-v-terry-l-fewless/", "deepLink": "https://www.courtlistener.com/opinion/4767006/total-quality-inc-v-terry-l-fewless/#:~:text=The%20provision%20at%20issue%20in,are%20subject%20to%20MCL%20445.774a(1).", "proposition": "The Michigan Court of Appeals held that a nonsolicitation agreement — there covering the employer's customers, business relationships, and employees — is not governed by MCL 445.774a(1) and is instead analyzed under common-law reasonableness.", "verbatimQuote": "The provision at issue in this case is a nonsolicitation agreement, and defendants have not cited authority in support of the contention that nonsolicitation agreements are subject to MCL 445.774a(1).", "anchor": "https://openagreements.org/practice-guides/non-compete/us/michigan#src-fewless-not-statute" } ] } ] } }