{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/non-compete/us/mississippi", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/non-compete/us/mississippi.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/mississippi", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/mississippi/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/mississippi/json", "type": "application/json" } ], "data": { "topic": "non-compete", "state": "mississippi", "frontmatter": { "title": "Non-Competes in Mississippi", "description": "Mississippi enforces non-competes only when the restraint is reasonable under common law, with distinctive rules that void a covenant after a bad-faith firing, reform overbroad terms, and accept continued employment as consideration.", "state": "Mississippi", "lastReviewed": "2026-06-03", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "enforceability": "reasonable", "bottomLine": "Mississippi enforces a non-compete only if the employer proves it is reasonable in time, territory, and activity to protect a legitimate interest, and it will not be enforced after a bad-faith firing.", "keyLaw": "common law (Texas Road Boring Co. v. Parker, 194 So. 2d 885 (Miss. 1967))", "exceptions": "Bad-faith-termination defense (Empiregas); minors may disaffirm; lawyers barred (R. 5.6); no health-care statutory ban", "courtNarrowing": "rewrite", "appliesToContractors": "unclear", "extendedForBreach": "No judicial tolling (Frierson); express extension clause given effect (Cascio)", "maxLength": "No statutory limit", "noticeRequirement": "None", "incomeThreshold": "None", "saleOfBusiness": "Sale/owner covenants favored over employment restraints for goodwill", "customerNonSolicit": "Reasonableness test applies", "employeeNonSolicit": "Not addressed" }, "about": [ "Mississippi non-compete agreements", "Mississippi restrictive covenants", "Mississippi non-compete reasonableness test", "Empiregas bad-faith termination defense", "Mississippi blue pencil reformation", "Kennedy v. Metropolitan Life non-solicitation", "Mississippi health care provider non-compete bills" ], "translations": [ { "language": "中文", "status": "planned" }, { "language": "Español", "status": "planned" }, { "language": "Português", "status": "planned" }, { "language": "Deutsch", "status": "planned" } ], "relatedForm": { "slug": "openagreements-restrictive-covenant-mississippi" } }, "questions": [ { "slug": "employee-non-compete-enforceability", "label": "Are employee non-competes enforceable?", "heading": "Are employee non-compete agreements enforceable in Mississippi?", "answerText": "Yes, sometimes. Mississippi is a common-law reasonableness state, not a general ban state and not a statutory-cap state. A non-compete is enforceable only if it is reasonable when the court weighs three competing interests — the employer's, the employee's, and the public's — and the employer carries the burden of proving that reasonableness.", "sources": [ { "id": "texas-road-boring-three-aspects", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Texas Road Boring Co. of Louisiana-Mississippi v. Parker", "citation": "Texas Road Boring Co. of La.-Miss. v. Parker, 194 So. 2d 885 (Miss. 1967).", "url": "https://www.courtlistener.com/opinion/1880375/texas-road-boring-co-of-louisiana-miss-v-parker/", "deepLink": "https://www.courtlistener.com/opinion/1880375/texas-road-boring-co-of-louisiana-miss-v-parker/#:~:text=Non%2Dcompetition%20agreements%20are%20not%20favored,the%20rights%20of%20the%20public.", "proposition": "Texas Road Boring states Mississippi's framework that non-competition agreements are disfavored and tested by balancing the rights of the employer, the employee, and the public.", "verbatimQuote": "Non-competition agreements are not favored in law and in considering them, courts recognize there are three major aspects to be looked to: the rights of the employer, the rights of the employee, and the rights of the public.", "date": "1967-02-20", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-texas-road-boring-three-aspects" }, { "id": "donahoe-reasonable-balance", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Donahoe v. Tatum", "citation": "Donahoe v. Tatum, 242 Miss. 253, 134 So. 2d 442 (Miss. 1961).", "url": "https://www.courtlistener.com/opinion/1748183/donahoe-v-tatum-dba-personnel-serv/", "deepLink": "https://www.courtlistener.com/opinion/1748183/donahoe-v-tatum-dba-personnel-serv/#:~:text=It%20is%20the%20law's%20function,reasonable%20balance%20in%20this%20area.", "proposition": "Donahoe describes the court's role as maintaining a reasonable balance between an employer's protection and an employee's freedom to work.", "verbatimQuote": "It is the law's function to maintain a reasonable balance in this area.", "date": "1961-11-20", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-donahoe-reasonable-balance" }, { "id": "redd-foster-disfavored", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Redd Pest Control Co. v. Foster", "citation": "Redd Pest Control Co. v. Foster, 761 So. 2d 967 (Miss. Ct. App. 2000).", "url": "https://www.courtlistener.com/opinion/1770475/redd-pest-control-co-inc-v-foster/", "deepLink": "https://www.courtlistener.com/opinion/1770475/redd-pest-control-co-inc-v-foster/#:~:text=Contracts%20which%20contain%20non%2Dcompete%20agreements,not%20favored%20by%20the%20law.", "proposition": "Redd Pest Control v. Foster restates the modern Mississippi view that non-competes restrict trade and individual freedom and are not favored by the law.", "verbatimQuote": "Contracts which contain non-compete agreements have been viewed by this Court as contracts that restrict trade and individual freedom and are not favored by the law.", "date": "2000-06-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-redd-foster-disfavored" } ] }, { "slug": "consideration", "label": "Is continued employment enough consideration?", "heading": "Is continued at-will employment enough consideration for a Mississippi non-compete?", "answerText": "Yes. Unlike states that demand fresh consideration for a covenant signed after hire, Mississippi treats continued at-will employment as sufficient consideration to support a restrictive covenant.", "sources": [ { "id": "raines-continued-employment", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Raines v. Bottrell Insurance Agency, Inc.", "citation": "Raines v. Bottrell Ins. Agency, Inc., 992 So. 2d 642 (Miss. Ct. App. 2008).", "url": "https://www.courtlistener.com/opinion/1813535/raines-v-bottrell-ins-agency-inc/", "deepLink": "https://www.courtlistener.com/opinion/1813535/raines-v-bottrell-ins-agency-inc/#:~:text=The%20supreme%20court%2C%20however%2C%20has,consideration%20to%20uphold%20a%20contract.", "proposition": "Raines confirms, citing Frierson, that continued employment alone can be sufficient consideration to support a Mississippi restrictive covenant.", "verbatimQuote": "The supreme court, however, has held that continued employment alone can be sufficient consideration to uphold a contract.", "date": "2008-10-16", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-raines-continued-employment" } ] }, { "slug": "duration-limits", "label": "How much time and territory are reasonable?", "heading": "What duration and geographic scope are reasonable for a Mississippi non-compete?", "answerText": "There is no statutory cap. Mississippi courts test duration and territory against the employer's actual footprint and the employee's real influence, so a restraint tied to where the employee worked is far easier to defend than a sweeping statewide ban.", "sources": [ { "id": "heatherly-statewide-unreasonable", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Redd Pest Control Co. v. Heatherly", "citation": "Redd Pest Control Co. v. Heatherly, 248 Miss. 34, 157 So. 2d 133 (Miss. 1963).", "url": "https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/", "deepLink": "https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/#:~:text=We%20are%20of%20the%20opinion,except%20in%20the%20Tupelo%20area.", "proposition": "Heatherly holds a statewide restraint unreasonable where the employee's protectable influence was limited to one local area.", "verbatimQuote": "We are of the opinion that the chancellor was justified in finding that it would be unreasonable as to Heatherly to restrict him from engaging in the pest control business throughout the State of Mississippi for the reason that Heatherly possessed no information that would make his competition with Redd unfair except in the Tupelo area.", "date": "1963-11-04", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-heatherly-statewide-unreasonable" }, { "id": "timber-lake-radius-reasonable", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Timber Lake Foods, Inc. v. Estess", "citation": "Timber Lake Foods, Inc. v. Estess, 72 So. 3d 521 (Miss. Ct. App. 2011).", "url": "https://www.courtlistener.com/opinion/5053376/timber-lake-foods-inc-v-estess/", "deepLink": "https://www.courtlistener.com/opinion/5053376/timber-lake-foods-inc-v-estess/#:~:text=Since%20we%20find%20that%20a,radius%20of%20Tupelo%20was%20unreasonable.", "proposition": "Timber Lake upholds a 250-mile radius as reasonable because a nationwide restriction would itself have reasonably protected the employer's telephonic brokerage business.", "verbatimQuote": "Since we find that a nationwide geographic restriction would have reasonably protected Timber Lake’s interests, we cannot say that Timber Lake’s effort to balance Stephanie’s interest by reducing that restriction to within a 250-mile radius of Tupelo was unreasonable.", "date": "2011-03-08", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-timber-lake-radius-reasonable" }, { "id": "timber-lake-home-in-radius", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Timber Lake Foods, Inc. v. Estess", "citation": "Timber Lake Foods, Inc. v. Estess, 72 So. 3d 521 (Miss. Ct. App. 2011).", "url": "https://www.courtlistener.com/opinion/5053376/timber-lake-foods-inc-v-estess/", "deepLink": "https://www.courtlistener.com/opinion/5053376/timber-lake-foods-inc-v-estess/#:~:text=She%20testified%20that%20she%20had,within%20250%20miles%20of%20Tupelo.", "proposition": "Timber Lake shows that a remote employee working from a home located inside the restricted radius falls within the geographic restraint even when customers are elsewhere.", "verbatimQuote": "She testified that she had worked out of Lawrence’s main office in California and from her home located in Baldwyn, Mississippi, which is within 250 miles of Tupelo.", "date": "2011-03-08", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-timber-lake-home-in-radius" } ] }, { "slug": "court-narrowing", "label": "Will a Mississippi court reform an overbroad covenant?", "heading": "Will a Mississippi court reform or blue-pencil an overbroad non-compete?", "answerText": "Often, yes. Mississippi follows an equitable-reformation approach: rather than voiding an overbroad covenant outright, its courts will enforce the agreement to the extent it is reasonable, narrowing scope to the area the employer is entitled to protect.", "sources": [ { "id": "heatherly-enforce-reasonable-part", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Redd Pest Control Co. v. Heatherly", "citation": "Redd Pest Control Co. v. Heatherly, 248 Miss. 34, 157 So. 2d 133 (Miss. 1963).", "url": "https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/", "deepLink": "https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/#:~:text=There%20is%20no%20sound%20reason,protects%20a%20legitimate%20business%20interest.", "proposition": "Heatherly enforces an overbroad covenant only to the extent it is reasonable, protecting a legitimate business interest rather than voiding the agreement entirely.", "verbatimQuote": "There is no sound reason why the contract should not be enforced to the extent that it is reasonable since it protects a legitimate business interest.", "date": "1963-11-04", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-heatherly-enforce-reasonable-part" }, { "id": "heatherly-partial-enforcement-issue", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Redd Pest Control Co. v. Heatherly", "citation": "Redd Pest Control Co. v. Heatherly, 248 Miss. 34, 157 So. 2d 133 (Miss. 1963).", "url": "https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/", "deepLink": "https://www.courtlistener.com/opinion/1851641/redd-pest-control-co-v-heatherly/#:~:text=The%20second%20question%20raised%20by,as%20to%20the%20reasonable%20part.", "proposition": "Heatherly frames the reformation question as whether a covenant reasonable as to part of its territory and unreasonable as to the rest should be enforced as to the reasonable part.", "verbatimQuote": "The second question raised by appellant is whether an agreement restricting competition which is reasonable as to part of the territory described in the agreement but unreasonable as to the rest should be enforced as to the reasonable part.", "date": "1963-11-04", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-heatherly-partial-enforcement-issue" } ] }, { "slug": "bad-faith-termination", "label": "Does a bad-faith firing void the covenant?", "heading": "Can a Mississippi employer enforce a non-compete after a bad-faith termination?", "answerText": "No. Under the Empiregas defense, when an employer terminates an employee arbitrarily, capriciously, or in bad faith, the non-competition agreement will not be enforced — an injunction is an equitable remedy, and the employer cannot come to a chancery court with unclean hands.", "sources": [ { "id": "empiregas-bad-faith", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Empiregas, Inc. of Kosciusko v. Bain", "citation": "Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992).", "url": "https://www.courtlistener.com/opinion/1870077/empiregas-inc-of-kosciusko-v-bain/", "deepLink": "https://www.courtlistener.com/opinion/1870077/empiregas-inc-of-kosciusko-v-bain/#:~:text=Moreover%2C%20as%20we%20have%20indicated%2C,agreement%20will%20not%20be%20enforced.", "proposition": "Empiregas holds that an employer who terminates an employee in bad faith cannot enforce the non-competition agreement.", "verbatimQuote": "Moreover, as we have indicated, when an employer terminates an employee in bad faith, the terms of a non-competition agreement will not be enforced.", "date": "1992-05-06", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-empiregas-bad-faith" }, { "id": "empiregas-equity", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Empiregas, Inc. of Kosciusko v. Bain", "citation": "Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992).", "url": "https://www.courtlistener.com/opinion/1870077/empiregas-inc-of-kosciusko-v-bain/", "deepLink": "https://www.courtlistener.com/opinion/1870077/empiregas-inc-of-kosciusko-v-bain/#:~:text=However%2C%20when%20the%20Chancellor%20finds,refusing%20to%20enforce%20the%20agreement.", "proposition": "Empiregas ties the defense to equity: where the termination was arbitrary, capricious, or in bad faith, the chancellor may refuse to enforce the agreement.", "verbatimQuote": "However, when the Chancellor finds that the employee's termination was arbitrary, capricious or in bad faith, he can \"lend the hand of equity\" in refusing to enforce the agreement.", "date": "1992-05-06", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-empiregas-equity" } ] }, { "slug": "non-solicitation", "label": "How are non-solicitation clauses read?", "heading": "How do Mississippi courts read customer non-solicitation clauses?", "answerText": "Strictly, and against the drafter. A clause that bars an employee from acting to divert business does not necessarily stop the employee from passively accepting business from former customers who seek the employee out on their own, unless the contract clearly says so.", "sources": [ { "id": "kennedy-ambiguous-accepting", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Kennedy v. Metropolitan Life Insurance Co.", "citation": "Kennedy v. Metropolitan Life Ins. Co., 759 So. 2d 362 (Miss. 2000).", "url": "https://www.courtlistener.com/opinion/1855498/kennedy-v-metropolitan-life-ins-co/", "deepLink": "https://www.courtlistener.com/opinion/1855498/kennedy-v-metropolitan-life-ins-co/#:~:text=However%2C%20this%20Court%20concludes%20that,business%20with%20a%20former%20employee.", "proposition": "Kennedy holds a non-solicitation clause ambiguous where it did not expressly prohibit the employee from accepting business from former customers.", "verbatimQuote": "However, this Court concludes that the non-competition provision in the present case is ambiguous in that, unlike the provisions in Kemper and Girard , the provision in the present case does not expressly prohibit Kennedy from \"accepting\" business with a former employee.", "date": "2000-03-16", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-kennedy-ambiguous-accepting" }, { "id": "kennedy-accepting-can-be-valid", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Kennedy v. Metropolitan Life Insurance Co.", "citation": "Kennedy v. Metropolitan Life Ins. Co., 759 So. 2d 362 (Miss. 2000).", "url": "https://www.courtlistener.com/opinion/1855498/kennedy-v-metropolitan-life-ins-co/", "deepLink": "https://www.courtlistener.com/opinion/1855498/kennedy-v-metropolitan-life-ins-co/#:~:text=This%20Court%20agrees%20with%20Met,reasonable%20and%20enforceable%20non%2Dcompete%20provision.", "proposition": "Kennedy recognizes that a clause barring an ex-employee from accepting business from former customers can, in appropriate cases, be reasonable and enforceable.", "verbatimQuote": "This Court agrees with Met Life that a non-compete provision which prohibits an ex-employee from accepting business with his former customers may, in appropriate cases, constitute a reasonable and enforceable non-compete provision.", "date": "2000-03-16", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-kennedy-accepting-can-be-valid" } ] }, { "slug": "extended-for-breach", "label": "Does a Mississippi non-compete toll during breach?", "heading": "Does a Mississippi non-compete toll or extend during breach or litigation?", "answerText": "Two different rules apply. A Mississippi court will not, on its own, extend a covenant beyond the end date the contract sets just because enforcement was delayed — under Frierson, the restricted period runs from the contractual termination date, not from a later decree. But where the agreement itself provides for an extension on breach, a court can give that clause effect.", "sources": [ { "id": "frierson-no-extension", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Frierson v. Sheppard Building Supply Co.", "citation": "Frierson v. Sheppard Bldg. Supply Co., 247 Miss. 157, 154 So. 2d 151 (Miss. 1963).", "url": "https://www.courtlistener.com/opinion/1722477/frierson-v-sheppard-building-supply-co/", "deepLink": "https://www.courtlistener.com/opinion/1722477/frierson-v-sheppard-building-supply-co/#:~:text=Having%20made%20the%20contract%20limiting,the%20time%20beyond%20that%20date.", "proposition": "Frierson holds that, where the contract limits the restraint to a fixed period running from termination, a court may not extend the time beyond that date.", "verbatimQuote": "Having made the contract limiting the period to two years from the date of termination of employment, the court may not extend the time beyond that date.", "date": "1963-06-10", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-frierson-no-extension" }, { "id": "cascio-extension-clause", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Cascio v. Cascio Investments, LLC", "citation": "Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021).", "url": "https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/", "deepLink": "https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/#:~:text=Further%2C%20in%20the%20event%20of,terms%20of%20this%20Non%2DCompetition%20Agreement.", "proposition": "Cascio shows a Mississippi non-compete that expressly provided for the restricted period to be extended by the time the covenantor was in breach.", "verbatimQuote": "Further, in the event of any breach of this agreement, the time period of non-competition shall be extended by the time the undersigned was in breach, even if the time period of non-competition would have otherwise expired according to the terms of this Non-Competition Agreement.", "date": "2021-08-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-cascio-extension-clause" }, { "id": "cascio-extension-effect", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Cascio v. Cascio Investments, LLC", "citation": "Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021).", "url": "https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/", "deepLink": "https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/#:~:text=Also%2C%20injunctive%20relief%20was%20awarded,the%20C%2D%20Rental%20trade%20name.", "proposition": "Cascio shows a Mississippi court giving an extension-on-breach clause effect by extending the covenant and awarding injunctive relief for a continuing breach.", "verbatimQuote": "Also, injunctive relief was awarded by extending the NCA for Cascio’s failure to cancel the C- Rental trade name.", "date": "2021-08-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-cascio-extension-effect" }, { "id": "q7-texas-road-boring", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Texas Road Boring Co. of Louisiana-Mississippi v. Parker", "citation": "Texas Road Boring Co. of La.-Miss. v. Parker, 194 So. 2d 885 (Miss. 1967).", "url": "https://www.courtlistener.com/opinion/1880375/texas-road-boring-co-of-louisiana-miss-v-parker/", "deepLink": "https://www.courtlistener.com/opinion/1880375/texas-road-boring-co-of-louisiana-miss-v-parker/#:~:text=Non%2Dcompetition%20agreements%20are%20not%20favored,the%20rights%20of%20the%20public.", "proposition": "Texas Road Boring's reasonableness balance governs any extension clause, which must still afford only fair protection without unreasonably burdening the employee.", "verbatimQuote": "Non-competition agreements are not favored in law and in considering them, courts recognize there are three major aspects to be looked to: the rights of the employer, the rights of the employee, and the rights of the public.", "date": "1967-02-20", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-q7-texas-road-boring" } ] }, { "slug": "sale-of-business", "label": "Are sale-of-business covenants treated differently?", "heading": "Are sale-of-business and ownership covenants treated differently in Mississippi?", "answerText": "Yes. Covenants tied to the sale of a business or an ownership interest are treated more favorably than ordinary employment restraints, and Mississippi courts have enforced broad ones — including multi-year, multi-state covenants — when reasonable on the facts, to protect the goodwill the buyer paid for.", "sources": [ { "id": "cooper-general-application", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Cooper v. Gidden", "citation": "Cooper v. Gidden, 515 So. 2d 900 (Miss. 1987).", "url": "https://www.courtlistener.com/opinion/1898073/cooper-v-gidden/", "deepLink": "https://www.courtlistener.com/opinion/1898073/cooper-v-gidden/#:~:text=A%20covenant%20not%20to%20compete%20will,only%20to%20the%20original%20obligee.", "proposition": "Cooper treats a sale-of-business covenant as protecting the buyer's goodwill and gives it general application unless the contract expressly makes it personal to the original buyer.", "verbatimQuote": "A covenant not to compete will be given general application unless, by its own terms, it specifically expresses an intent that it be a personal covenant flowing only to the original obligee.", "date": "1987-11-12", "pullQuoteLocator": "A covenant not to compete will|only to the original obligee.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-cooper-general-application" }, { "id": "cascio-affirmed", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Cascio v. Cascio Investments, LLC", "citation": "Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021).", "url": "https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/", "deepLink": "https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/#:~:text=Regarding%20the%20direct%20appeal%2C%20we,Jackie%20and%20Phyllis%20as%20plaintiffs.", "proposition": "Cascio affirms the circuit court's enforcement of the broad multi-state settlement covenant on every issue but a party-joinder point.", "verbatimQuote": "Regarding the direct appeal, we conclude that substantial evidence supports the circuit court’s findings, and the circuit court is affirmed as to all issues except the joinder of the Jackie and Phyllis as plaintiffs.", "date": "2021-08-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-cascio-affirmed" }, { "id": "wiggins-bound-after-buyout", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Wiggins v. Southern Securities Group, LLC", "citation": "Wiggins v. Southern Securities Group, LLC, No. 2024-CA-00251-SCT (Miss. 2025).", "url": "https://www.courtlistener.com/opinion/10840985/robert-c-wiggins-v-southern-securities-group-llc-and-brandi-hoover/", "deepLink": "https://www.courtlistener.com/opinion/10840985/robert-c-wiggins-v-southern-securities-group-llc-and-brandi-hoover/#:~:text=Thus%2C%20based%20on%20the%20evidence,enjoined%20from%20competing%20with%20SSG", "proposition": "Wiggins holds that an LLC member remained bound by the operating agreement's non-compete after his interest was bought out, and affirms the preliminary injunction enforcing it.", "verbatimQuote": "Thus, based on the evidence presented at the preliminary-injunction hearing, the trial court did not err by finding that the noncompete provision was binding on Wiggins and that Wiggins was enjoined from competing with SSG", "date": "2025-12-04", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-wiggins-bound-after-buyout" }, { "id": "cascio-extension-clause-x", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Cascio v. Cascio Investments, LLC", "citation": "Cascio v. Cascio Investments, LLC, 327 So. 3d 59 (Miss. 2021).", "url": "https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/", "deepLink": "https://www.courtlistener.com/opinion/10627857/philip-t-cascio-jr-v-cascio-investments-llc-jackie-cascio-pearson-and/#:~:text=%5BCascio%5D%20will%20execute%20a%20non%2Dcompete,Arkansas%2C%20Louisiana%2C%20Tennessee%2C%20and%20Missouri.", "proposition": "Cascio illustrates the broad five-year, multi-state ownership-settlement covenant Mississippi was willing to enforce.", "verbatimQuote": "[Cascio] will execute a non-compete agreement with CSW for a period of five years covering Mississippi, Arkansas, Louisiana, Tennessee, and Missouri.", "date": "2021-08-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-cascio-extension-clause-x" } ] }, { "slug": "successor-assignment", "label": "Can a buyer enforce a predecessor's covenant?", "heading": "Can a business buyer enforce an employee's non-compete signed with the seller?", "answerText": "Not automatically. A buyer that acquires a business by asset purchase may be unable to enforce an employee non-compete signed with the predecessor unless the covenant was properly assigned and the deal documents transfer that contract.", "sources": [ { "id": "herring-not-enforceable", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Herring Gas Co. v. Pine Belt Gas, Inc.", "citation": "Herring Gas Co. v. Pine Belt Gas, Inc., 2 So. 3d 636 (Miss. 2009).", "url": "https://www.courtlistener.com/opinion/5104773/herring-gas-co-v-pine-belt-gas-inc/", "deepLink": "https://www.courtlistener.com/opinion/5104773/herring-gas-co-v-pine-belt-gas-inc/#:~:text=We%20find%20that%20the%20covenant,it%20occurred%20after%20Rutland%E2%80%99s%20resignation.", "proposition": "Herring Gas holds that an asset buyer could not enforce a predecessor's employee non-compete where the purchase agreement did not transfer it and a later assignment came after the employee resigned.", "verbatimQuote": "We find that the covenant not to compete contained within Rutland’s employment contract with Broome Gas may not be enforced by Herring Gas against Pine Belt Gas for the following two reasons: (1) the plain language of the asset-purchase agreement precludes enforcement; and (2) the purported assignment of Rutland’s employment contract after the sale of assets was of no effect because it occurred after Rutland’s resignation.", "date": "2009-02-12", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-herring-not-enforceable" } ] }, { "slug": "who-is-bound", "label": "Who cannot be bound by a non-compete?", "heading": "Which Mississippi workers cannot be bound by a non-compete?", "answerText": "Two categories stand out. A worker who was a minor when signing can disaffirm the agreement, and a lawyer cannot be bound by a practice-restricting non-compete in a partnership or employment agreement: Mississippi Rule of Professional Conduct 5.6 prohibits it.", "sources": [ { "id": "watercolor-disaffirm", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Watercolor Salon, LLC v. Hixon", "citation": "Watercolor Salon, LLC v. Hixon, No. 2021-IA-01151-SCT (Miss. 2022).", "url": "https://www.courtlistener.com/opinion/10627678/watercolor-salon-llc-v-nealie-hixon/", "deepLink": "https://www.courtlistener.com/opinion/10627678/watercolor-salon-llc-v-nealie-hixon/#:~:text=And%20because%20Nealie%20disaffirmed%20the,it%20is%20unenforceable%20against%20her.", "proposition": "Watercolor Salon holds that a worker who signed a non-compete as a minor and then disaffirmed it cannot be bound by the agreement.", "verbatimQuote": "And because Nealie disaffirmed the contract, it is unenforceable against her.", "date": "2022-12-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-watercolor-disaffirm" }, { "id": "rule-5-6-ban", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mississippi Rule of Professional Conduct 5.6", "citation": "Miss. R. Prof'l Conduct 5.6(a).", "url": "https://courts.ms.gov/research/rules/msrulesofcourt/rules_of_professional_conduct.pdf", "proposition": "Mississippi Rule of Professional Conduct 5.6 prohibits an employment or partnership agreement that restricts a lawyer's right to practice after the relationship ends, except for retirement benefits.", "verbatimQuote": "(a) a partnership or employment agreement that restricts the rights of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement; or", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-rule-5-6-ban" }, { "id": "rule-5-6-sale-exception", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mississippi Rule of Professional Conduct 5.6", "citation": "Miss. R. Prof'l Conduct 5.6.", "url": "https://courts.ms.gov/research/rules/msrulesofcourt/rules_of_professional_conduct.pdf", "proposition": "Rule 5.6 does not prohibit practice restrictions that are part of the sale of a law practice under Rule 1.17.", "verbatimQuote": "This Rule does not prohibit restrictions that may be included in the terms of the sale of a law practice pursuant to Rule 1.17.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-rule-5-6-sale-exception" } ] }, { "slug": "healthcare-reform", "label": "Are health care non-competes banned?", "heading": "Has Mississippi banned non-competes for physicians or health care providers?", "answerText": "No. Mississippi has no statutory ban on health care or physician non-competes. Bills to void them have been introduced repeatedly — most recently House Bill 500 in 2026 — but each has failed, so physician and health care covenants remain governed by ordinary common-law reasonableness.", "sources": [ { "id": "hb500-healthcare-void", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mississippi House Bill 500 (2026 Reg. Sess.)", "citation": "2026 Miss. H.B. 500 (Reg. Sess.).", "url": "https://billstatus.ls.state.ms.us/documents/2026/pdf/HB/0500-0599/HB0500IN.pdf", "proposition": "HB 500, a 2026 bill, would have voided restrictions on a licensed health care provider's right to practice after a partnership, employment, or professional relationship ends.", "verbatimQuote": "Any contract or agreement that creates, establishes or modifies the terms of a partnership, employment or any other form of professional relationship with a health care provider who is licensed in Mississippi, which includes any restriction of the right of the health care provider to practice his or her profession or occupation in any geographic area for any period of time after the termination of such partnership, employment or professional relationship, shall be void and unenforceable with respect to that restriction.", "date": "2026-01-12", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-hb500-healthcare-void" }, { "id": "sb2685-physician-void", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mississippi Senate Bill 2685 (2018 Reg. Sess.)", "citation": "2018 Miss. S.B. 2685 (Reg. Sess.).", "url": "https://billstatus.ls.state.ms.us/documents/2018/pdf/SB/2600-2699/SB2685IN.pdf", "proposition": "SB 2685, a 2018 physician bill, would have voided contractual restrictions on a physician's right to practice medicine.", "verbatimQuote": "If a provision in a contract that creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a physician includes any restriction of the right of the physician to practice medicine, that provision shall be void and unenforceable with respect to the restriction.", "date": "2018-01-15", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-sb2685-physician-void" } ] }, { "slug": "federal-ftc-overlay", "label": "Did the FTC rule change Mississippi law?", "heading": "Did the FTC's federal non-compete rule change Mississippi non-compete law?", "answerText": "No. The FTC's 2024 nationwide Non-Compete Rule was set aside by a federal court before it took effect, so Mississippi non-competes remain governed entirely by Mississippi common law.", "sources": [ { "id": "ryan-ftc-set-aside", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Ryan LLC v. Federal Trade Commission", "citation": "Ryan LLC v. Fed. Trade Comm'n, 746 F. Supp. 3d 369 (N.D. Tex. 2024).", "url": "https://www.courtlistener.com/opinion/10205745/ryan-llc-v-federal-trade-commission/", "deepLink": "https://www.courtlistener.com/opinion/10205745/ryan-llc-v-federal-trade-commission/#:~:text=The%20Non%2DCompete%20Rule%2C%2016%20C.F.R.,September%204%2C%202024%2C%20or%20thereafter.", "proposition": "Ryan set aside the FTC Non-Compete Rule with nationwide effect, so it did not take effect and Mississippi law continues to govern.", "verbatimQuote": "The Non-Compete Rule, 16 C.F.R. § 910.1–.6, is hereby SET ASIDE and shall not be enforced or otherwise take effect on September 4, 2024, or thereafter.", "date": "2024-08-20", "anchor": "https://openagreements.org/practice-guides/non-compete/us/mississippi#src-ryan-ftc-set-aside" } ] } ] } }