Non-compete agreements are difficult to enforce in Massachusetts. That’s the case largely due to the law passed in 2018 that places heavy restrictions on the use of these types of agreements. You can read more about that here. Separately, non-compete agreements are difficult to enforce in Massachusetts because Massachusetts courts, unlike those in other states, frequently rely upon the material change doctrine to render these agreements unenforceable. To read more about other doctrines Massachusetts courts rely upon to render non-competes unenforceable, click here. To read more about the material change doctrine, keep going.

What is the Material Change Doctrine According to Massachusetts Law Relative to Non-Compete Agreements?

The material change doctrine essentially means that an employer cannot enforce a non-compete agreement against an employee if that employee’s duties have materially changed since they signed the non-compete. The concept first appeared in 1968 in F.A. Bartlett Tree Expert Co. v. Barrington, 353 Mass. 585 (1968). In F.A. Bartlett, the Massachusetts Supreme Judicial Court explained that substantial changes to an employee’s position, responsibilities, and compensation “strongly suggest that the parties had abandoned their old [employment] arrangement and entered into a new relationship.” According to the Court, in those situations, any terms and conditions of the old agreement that are not expressly incorporated into the new agreement become inoperative. You can read F.A. Bartlett in its entirety here.

Does the Material Change Doctrine Apply to Promotions According to Massachusetts Law Relative to Non-Compete Agreements?

According to Bradley v. Bradford & Bigelow, Inc., yes. In that case, the plaintiff signed a non-compete agreement in 2015 that prevented him from competing with his employer for 12 months following the end of his employment. Plaintiff was promoted in October 2017 to VP of Sales, Business Development, and Marketing. The promotion came with a 60% pay increase and significant changes to his job duties. Plaintiff did not sign a new non-compete at the time of the promotion. Plaintiff eventually ended his employment and the parties disagreed as to whether plaintiff was bound by a non-compete.

Plaintiff eventually filed suit, asking the court to declare that the 2015 agreement (the one with the non-compete) was unenforceable. The court sided with the plaintiff, stating that:

The SJC’s holding in F.A. Bartlett controls the outcome here. It is undeniable that Plaintiff’s promotion to Vice President of Sales, Business Development and Marketing in October 2017 resulted in material changes in the employment relationship between Plaintiff and Defendant. Plaintiff’s position and title changed dramatically, his job responsibilities were substantially altered, and his compensation took an enormous leap. These changes cannot reasonably be viewed as mere “modifications” of the parties’ existing employment arrangement. Rather, they clearly demonstrate Plaintiff and Defendant’s intent to enter into a new relationship, one that did not include the non- compete and non-solicitations found in the now abandoned 2015 Agreement.

As a result, the court entered an order preventing the employer from attempting to enforce the terms of the 2015 agreement. Big win for the plaintiff.

Employment attorney Benjamin Steffans has extensive experience advising employees regarding their non-compete non-solicit agreements. If you have questions regarding the enforceability of a non-compete or non-solicit agreement call us today for a free consultation.