open-agreements 0.7.7 → 0.8.0

package/skills/{non-compete-contract-explainer → legal-explainers/non-compete-contract-explainer}/content/vermont.md

@@ -2,9 +2,9 @@
 jurisdiction: "Vermont"
 slug: vermont
 countryCode: US
-snapshotAsOf: "2026-06-08"
+snapshotAsOf: "2026-06-19"
 lastReviewed: "2026-06-01"
-canonicalUrl: https://openagreements.org/legal/non-compete/vermont
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/vermont
 license: CC BY 4.0
 stale: false
 ---
@@ -15,7 +15,7 @@ stale: false
 > relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
 > Laws change; verify against the canonical version before relying on it.
 >
-> **Canonical:** https://openagreements.org/legal/non-compete/vermont · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/us/vermont · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
 
 # Non-Competes in Vermont[^about]
 
@@ -79,7 +79,7 @@ The conservative anchor is *Roy's Orthopedic '85*. There, the Vermont Supreme Co
 
 The opposite signal comes from *Summits 7* and the Second Circuit. The Vermont Supreme Court observed that most modern courts agree that a trial court can enforce restrictive covenants to the extent that they are reasonable[^summits7-extent-reasonable], and cited *A.N. Deringer, Inc. v. Strough* — the Second Circuit's *Erie* prediction that Vermont would permit enforcement of a defective restrictive covenant to the limit of its validity[^deringer-vt-prediction].
 
-The two strands can be reconciled: Vermont will not rewrite a contract by inventing new terms (no extending time, no judicially imposed geographic line), but a court may enforce only that subset of an overbroad covenant the conduct actually breaches when that subset is plainly within a reasonable restraint.
+The two strands can be reconciled: Vermont will not rewrite a contract by inventing new terms (no extending time, no judicially imposed geographic line), but a court may enforce only that subset of an overbroad covenant the conduct actually breaches when that subset is plainly within a reasonable restraint. For a clause-by-clause pass over a specific agreement against these drafting rules, the [Vermont non-compete review checklist](/checklists/non-compete/us/vermont) walks the full covenant suite item by item with each requirement's force level.
 
 > [!CAUTION]
 > **Drafting note.**
@@ -102,9 +102,9 @@ Sale-of-business reasoning has a contract-formation corollary in *Miller v. Fleg
 
 Vermont's narrowest categorical bar is in 26 V.S.A. § 281(c), which provides that a school of barbering or cosmetology shall not require a covenant not to compete as a condition of training for licensure[^vt-26-281c-cosmetology-ban]. It is the only generally applicable Vermont statute that voids a category of restrictive covenant outright.
 
-Attorneys are separately governed by [Vermont Rule of Professional Conduct 5.6](https://www.vermontjudiciary.org/sites/default/files/documents/VermontRulesofProfessionalConduct.pdf), which prohibits partnership, shareholder, operating, and employment agreements that restrict a lawyer's right to practice after termination, except for agreements concerning retirement benefits. The rule also bars settlement agreements that restrict a lawyer's future right to practice.
+Attorneys are separately governed by [Vermont Rule of Professional Conduct 5.6](https://www.vermontjudiciary.org/sites/default/files/documents/VermontRulesofProfessionalConduct.pdf), which prohibits partnership, shareholder, operating, and employment agreements that restrict a lawyer's right to practice after termination, except for agreements concerning retirement benefits [^vt-rpc-56-firm-practice-restrictions]. The rule also bars settlement agreements that restrict a lawyer's future right to practice [^vt-rpc-56-lawyer-practice-restrictions].
 
-The Vermont Attorney General has used antitrust and consumer-protection authority to police franchisor *no-poach* clauses. The 2018 multistate [Five Guys Enterprises settlement](https://www.naag.org/wp-content/uploads/2020/10/731.civil.Five-Guys-Agreement_Executed.pdf) required removal of provisions that restricted franchisees from hiring or soliciting employees across franchise locations. That enforcement is independent of the common-law non-compete framework.
+The Vermont Attorney General has used antitrust and consumer-protection authority to police franchisor *no-poach* clauses. The 2019 multistate [Five Guys Franchisor settlement](https://www.iowaattorneygeneral.gov/media/cms/Five_Guys_Agreement_Executed_34804FD309F89.pdf) required Five Guys to stop including no-poach provisions in new franchise agreements nationwide [^five-guys-ag-no-poach-settlement]. That enforcement is independent of the common-law non-compete framework.
 
 Healthcare-professional non-competes are not yet categorically void, but [H.583](https://legislature.vermont.gov/bill/status/2026/H.583) is moving through the General Assembly: it passed the House on March 20, 2026, the Senate proposed amendments, and on May 22, 2026 the House concurred in the Senate proposal of amendment. If enacted, H.583 would explicitly void noncompetition, nondisclosure, and nondisparagement agreements between licensed healthcare professionals and their employers — with a narrow exception for covenants ancillary to the sale of a 25%-or-greater equity interest. Until H.583 is signed into law, physician non-competes are evaluated under the same *Andrus* / *Barnes* reasonableness test as other employment covenants.
 
@@ -129,24 +129,24 @@ Healthcare-professional non-competes are not yet categorically void, but [H.583]
 
 **Trade-secret protection.** The Vermont Trade Secrets Act (9 V.S.A. §§ 4601-4609) gives employers a statutory remedy that does not depend on a contractual non-compete. Section 4602 provides that a court may enjoin actual or threatened misappropriation of a trade secret[^vtsa-4602-injunctive], with the injunction continued for a reasonable period to eliminate any commercial advantage that would otherwise be derived from misappropriation. Damages, royalties, and exceptional-circumstances royalty-condition orders are also available [^vtsa-4603-damages].
 
-**Narrow confidentiality and NDA terms.** Vermont's reasonableness scrutiny in *Andrus* and *Barnes* applies to restrictive covenants generally, so NDA terms that operate as practical work bans carry non-compete risk. Confidentiality clauses tied to actual confidential information and trade-secret subject matter are easier to defend.
+**Narrow confidentiality and NDA terms.** Vermont's reasonableness scrutiny in *Andrus* and *Barnes* applies to restrictive covenants generally, so NDA terms that operate as practical work bans carry non-compete risk [^alternatives-andrus-reasonableness-test][^alternatives-barnes-restatement-framing]. Confidentiality clauses tied to actual confidential information and trade-secret subject matter are easier to defend [^vtsa-4602-injunctive].
 
-**Sale-of-business covenants.** As *Fine Foods*, *Foti Fuels*, and *Miller v. Flegenheimer* together show, covenants ancillary to a real arms-length sale get more breathing room than employment covenants. Tie the covenant to dedicated transaction consideration and limit it to the geography of the acquired goodwill.
+**Sale-of-business covenants.** As *Fine Foods*, *Foti Fuels*, and *Miller v. Flegenheimer* together show, covenants ancillary to a real arms-length sale get more breathing room than employment covenants [^alternatives-fine-foods-sale-covenant][^alternatives-foti-fuels-sale-consideration][^alternatives-miller-sale-term-open]. Tie the covenant to dedicated transaction consideration and limit it to the geography of the acquired goodwill [^alternatives-fine-foods-sale-covenant].
 
-**Garden leave.** A paid notice-period structure (employee remains employed but is not working) sidesteps the reasonableness problems of a post-termination restraint by keeping the employer-employee relationship intact. The pending H.205 strike-all amendment regulates stay-or-pay structures specifically, but a true garden-leave term is different in kind from a quit-fee provision.
+**Garden leave.** A paid notice-period structure (employee remains employed but is not working) sidesteps the reasonableness problems of a post-termination restraint by keeping the employer-employee relationship intact. Check pending H.205 before using any separation-payment structure, because H.205 is the active vehicle for Vermont's broader non-compete and stay-or-pay restrictions [^alternatives-vt-h205-status-page].
 
 > [!NOTE]
 > **Practice note.**
 >
 > Do not rely on a Vermont *inevitable disclosure* theory as a primary trade-secret strategy. The Vermont Supreme Court has never adopted inevitable disclosure as a standalone basis for enjoining a former employee, and the VTSA's *actual or threatened* misappropriation standard in § 4602 requires conduct- or threat-specific proof rather than a presumption from new employment alone [^vtsa-4602-injunctive-caution].
 
-[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-01. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Vermont. This article synthesizes Vermont primary law and is not legal advice from a Vermont-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-01. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Vermont. This article synthesizes Vermont primary law and is not legal advice from a Vermont-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
 
 [^andrus-reasonableness-test]: **Vermont Electric Supply Co. v. Andrus** — "enforcement will be ordered unless the agreement is found to be contrary to public policy, unnecessary for protection of the employer, or unnecessarily restrictive of the rights of the employee, with due regard being given to the subject matter of the contract and the circumstances and conditions under which it is to be performed." *Vt. Elec. Supply Co. v. Andrus, 132 Vt. 195, 315 A.2d 456 (1974).* <https://www.courtlistener.com/opinion/1972913/vermont-electric-supply-company-inc-v-andrus/#:~:text=enforcement%20will%20be%20ordered%20unless,it%20is%20to%20be%20performed.>
 
 [^barnes-restatement-framing]: **Systems & Software, Inc. v. Barnes** — "We have stated that ‘we will proceed with caution’ when asked to enforce covenants against competitive employment because such restraints run counter to public policy favoring the right of individuals to engage in the commercial activity of their choice." *Sys. & Software, Inc. v. Barnes, 2005 VT 95, 178 Vt. 389, 886 A.2d 762.* <https://www.courtlistener.com/opinion/2264199/systems-and-software-inc-v-barnes/#:~:text=We%20have%20stated%20that%20%E2%80%9Cwe,commercial%20activity%20of%20their%20choice.>
 
-[^barnes-reasonableness-public-policy]: **Systems & Software, Inc. v. Barnes** — "is unreasonably in restraint of trade if (a) the restraint is greater than is needed to protect the promisee’s legitimate interest, or (b) the promisee’s need is outweighed by the hardship to the promisor and the likely injury to the public." *Sys. & Software, Inc. v. Barnes, 2005 VT 95, ¶ 4, 178 Vt. 389, 886 A.2d 762 (quoting Restatement (Second) of Contracts § 188(1) (1981)).* <https://www.courtlistener.com/opinion/2264199/systems-and-software-inc-v-barnes/#:~:text=is%20unreasonably%20in%20restraint%20of,likely%20injury%20to%20the%20public.>
+[^barnes-reasonableness-public-policy]: **Systems & Software, Inc. v. Barnes** — "Like many other courts, this Court has adopted a position with respect to enforcement of noncompetition agreements similar to that set forth in § 188(1) of the Restatement (Second) of Contracts (1981) , which provides that a restrictive covenant ‘is unreasonably in restraint of trade if (a) the restraint is greater than is needed to protect the promisee’s legitimate interest, or (b) the promisee’s need is outweighed by the hardship to the promisor and the likely injury to the public.’" *Sys. & Software, Inc. v. Barnes, 2005 VT 95, ¶ 4, 178 Vt. 389, 886 A.2d 762 (quoting Restatement (Second) of Contracts § 188(1) (1981)).* <https://www.courtlistener.com/opinion/2264199/systems-and-software-inc-v-barnes/#:~:text=Like%20many%20other%20courts%2C%20this,likely%20injury%20to%20the%20public.%E2%80%9D>
 
 [^barnes-legitimate-interest-not-only-trade-secrets]: **Systems & Software, Inc. v. Barnes** — "noncompetition agreements may protect legitimate employer interests such as customer relationships and employee-specific goodwill that are ‘significantly broader’ than proprietary information such as trade secrets and confidential customer information." *Sys. & Software, Inc. v. Barnes, 2005 VT 95, ¶ 5, 178 Vt. 389, 886 A.2d 762.* <https://www.courtlistener.com/opinion/2264199/systems-and-software-inc-v-barnes/#:~:text=noncompetition%20agreements%20may%20protect%20legitimate,secrets%20and%20confidential%20customer%20information.>
 
@@ -178,6 +178,12 @@ Healthcare-professional non-competes are not yet categorically void, but [H.583]
 
 [^vt-26-281c-cosmetology-ban]: **26 V.S.A. § 281(c)** — "A school of barbering or cosmetology shall not require, as a condition of training for licensure, that a person enter into a covenant not to compete with the training organization or an affiliate." *26 V.S.A. § 281(c).* <https://legislature.vermont.gov/statutes/fullchapter/26/006>
 
+[^vt-rpc-56-firm-practice-restrictions]: **Vermont Rule of Professional Conduct 5.6** — "agreement that restricts the right of a lawyer to practice after termination of the relationship," *Vt. R. Prof. Conduct 5.6(a).* <https://www.vermontjudiciary.org/sites/default/files/documents/VermontRulesofProfessionalConduct.pdf>
+
+[^vt-rpc-56-lawyer-practice-restrictions]: **Vermont Rule of Professional Conduct 5.6** — "(b) an agreement in which a restriction on the lawyer’s right to practice is part of the settlement of a client controversy." *Vt. R. Prof. Conduct 5.6(b).* <https://www.vermontjudiciary.org/sites/default/files/documents/VermontRulesofProfessionalConduct.pdf>
+
+[^five-guys-ag-no-poach-settlement]: **Five Guys Franchisor, LLC Multistate Settlement Agreement** — "Five Guys agrees that it will no longer include No-Poach Provisions in any of its franchise agreements in the United States signed after the execution date of this Agreement." *Settlement Agreement Between the Settling States and Five Guys Franchisor, LLC, para. 11 (2019).* <https://www.iowaattorneygeneral.gov/media/cms/Five_Guys_Agreement_Executed_34804FD309F89.pdf>
+
 [^vt-h205-status-page]: **Vt. H.205 (2025-2026) — Bill Status** — "An act relating to agreements not to compete" *H.205, 2025-2026 Gen. Assemb., Reg. Sess. (Vt. 2026) (recommitted Mar. 13, 2026).* <https://legislature.vermont.gov/bill/status/2026/H.205>
 
 [^vt-h583-status-page]: **Vt. H.583 (2025-2026) — Bill Status** — "An act relating to clinical decision making" *H.583, 2025-2026 Gen. Assemb., Reg. Sess. (Vt. 2026) (passed House Mar. 20, 2026; House concurred in Senate proposal of amendment, May 22, 2026).* <https://legislature.vermont.gov/bill/status/2026/H.583>
@@ -190,4 +196,16 @@ Healthcare-professional non-competes are not yet categorically void, but [H.583]
 
 [^vtsa-4603-damages]: **9 V.S.A. § 4603 — Damages** — "Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation." *9 V.S.A. § 4603(a)(1).* <https://legislature.vermont.gov/statutes/fullchapter/09/143>
 
+[^alternatives-andrus-reasonableness-test]: **Vermont Electric Supply Co. v. Andrus** — "enforcement will be ordered unless the agreement is found to be contrary to public policy, unnecessary for protection of the employer, or unnecessarily restrictive of the rights of the employee, with due regard being given to the subject matter of the contract and the circumstances and conditions under which it is to be performed." *Vt. Elec. Supply Co. v. Andrus, 132 Vt. 195, 315 A.2d 456 (1974).* <https://www.courtlistener.com/opinion/1972913/vermont-electric-supply-company-inc-v-andrus/#:~:text=enforcement%20will%20be%20ordered%20unless,it%20is%20to%20be%20performed.>
+
+[^alternatives-barnes-restatement-framing]: **Systems & Software, Inc. v. Barnes** — "Like many other courts, this Court has adopted a position with respect to enforcement of noncompetition agreements similar to that set forth in § 188(1) of the Restatement (Second) of Contracts (1981) , which provides that a restrictive covenant ‘is unreasonably in restraint of trade if (a) the restraint is greater than is needed to protect the promisee’s legitimate interest, or (b) the promisee’s need is outweighed by the hardship to the promisor and the likely injury to the public.’" *Sys. & Software, Inc. v. Barnes, 2005 VT 95, ¶ 4, 178 Vt. 389, 886 A.2d 762 (quoting Restatement (Second) of Contracts § 188(1) (1981)).* <https://www.courtlistener.com/opinion/2264199/systems-and-software-inc-v-barnes/#:~:text=Like%20many%20other%20courts%2C%20this,likely%20injury%20to%20the%20public.%E2%80%9D>
+
+[^alternatives-fine-foods-sale-covenant]: **Fine Foods, Inc. v. Dahlin** — "In addition, a sum of five thousand dollars was paid for the executed covenant alone. Under the circumstances, the restrictions agreed to were reasonable to time and place." *Fine Foods, Inc. v. Dahlin, 147 Vt. 599, 523 A.2d 1228 (1986).* <https://www.courtlistener.com/opinion/1927334/fine-foods-inc-v-dahlin/#:~:text=In%20addition%2C%20a%20sum%20of,reasonable%20to%20time%20and%20place.>
+
+[^alternatives-foti-fuels-sale-consideration]: **Foti Fuels, Inc. v. Kurrle Corp.** — "The asset-purchase agreement contained a five-year non-competition provision for $30,000 in consideration, to be paid in five equal annual installments." *Foti Fuels, Inc. v. Kurrle Corp., 2013 VT 111, 195 Vt. 524, 90 A.3d 885.* <https://www.courtlistener.com/opinion/2646010/foti-fuels-inc-and-robert-a-foti-v-kurrle-corporation-payjack-llc-and/#:~:text=The%20asset%2Dpurchase%20agreement%20contained%20a,in%20five%20equal%20annual%20installments.>
+
+[^alternatives-miller-sale-term-open]: **Miller v. Flegenheimer** — "whether or not the contract includes a form of non compete or non solicitation agreement, the price to be paid for the shares (as opposed to the Non-Compete Agreement), and the structure of the claw-back provision." *Miller v. Flegenheimer, 2016 VT 125, ¶ 21, 203 Vt. 620, 161 A.3d 524.* <https://www.courtlistener.com/opinion/4328779/kenneth-w-miller-ii-v-eric-flegenheimer/#:~:text=whether%20or%20not%20the%20contract,structure%20of%20the%20claw%2Dback%20provision.>
+
+[^alternatives-vt-h205-status-page]: **Vt. H.205 (2025-2026) — Bill Status** — "An act relating to agreements not to compete" *H.205, 2025-2026 Gen. Assemb., Reg. Sess. (Vt. 2026) (recommitted Mar. 13, 2026).* <https://legislature.vermont.gov/bill/status/2026/H.205>
+
 [^vtsa-4602-injunctive-caution]: **9 V.S.A. § 4602 — Injunctive relief** — "A court may enjoin actual or threatened misappropriation of a trade secret." *9 V.S.A. § 4602(a).* <https://legislature.vermont.gov/statutes/fullchapter/09/143>

package/skills/legal-explainers/non-compete-contract-explainer/content/victoria.md

@@ -0,0 +1,218 @@
+---
+jurisdiction: "Victoria, Australia"
+slug: victoria
+countryCode: AU
+snapshotAsOf: "2026-06-19"
+lastReviewed: "2026-06-10"
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/au/victoria
+license: CC BY 4.0
+stale: false
+---
+
+> [!IMPORTANT]
+> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
+> provided for general information. It is not legal advice, does not create an attorney-client
+> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
+> Laws change; verify against the canonical version before relying on it.
+>
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/au/victoria · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
+
+# Non-Compete Enforceability in Victoria[^about]
+
+In Victoria a post-employment non-compete is presumptively void as a restraint of trade and binds a former employee only so far as it is reasonable; Victoria has no statutory read-down power, so courts apply the common-law blue-pencil rule only — they can delete severable words but cannot rewrite an overbroad clause, and as Just Group v Peck shows, even an elaborately drafted restraint can fail because severance is not a safety net.
+
+
+## At a glance
+
+| Question | Victoria, Australia |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | A Victorian non-compete is presumptively void and binds a former employee only so far as it is reasonable to protect a legitimate interest; there is no statutory read-down power, so a court can only strike out grammatically severable words under the blue-pencil rule, and a carefully drafted multi-limb restraint that severance cannot save fails entirely. |
+| **Main law or case** | Common-law restraint of trade (no equivalent of the NSW Restraints of Trade Act 1976) |
+| **Main exceptions** | Sale-of-business covenants are judged more leniently; a proposed federal ban would, if enacted, cover most employees earning under the Fair Work Act high-income threshold (with sale-of-business and above-threshold restraints reported to be excluded), but it is not yet law. |
+| **Can a court narrow it?** | Only strikes wording |
+| **Applies to contractors?** | Yes |
+| **Restriction extended during a breach?** | Untested; Australian courts treat rolling or indefinite restraints with suspicion and generally prefer damages over extending an injunction. |
+| **Maximum length set by law** | No statutory cap; reasonableness is judged case by case and tested as at the date of the contract, and longer periods and wider areas attract closer scrutiny. |
+
+## Are employee non-competes enforceable in Victoria? {#enforceability}
+
+**Short answer.** Only so far as they are reasonable. A post-employment non-compete is treated as a restraint of trade, which the courts presume is void as contrary to public policy unless the employer shows it goes no further than is reasonably necessary to protect a legitimate business interest [^just-presumed-void]. The starting point is presumptive invalidity, and the burden sits with the employer to justify the clause [^lindner-prima-facie].
+
+Victoria is not a per se ban jurisdiction, and it has no statute that sets fixed numeric limits on duration or area. It is a reasonableness jurisdiction built entirely on the common-law restraint-of-trade doctrine. Every post-employment covenant is presumptively unenforceable, and the employer must prove that the restriction on the employee's freedom to work is reasonable [^lindner-onus].
+
+"A term in a contract, which is a restraint of trade ('a restraint clause'), is presumed to be void as contrary to public policy."[^just-presumed-void]
+
+Courts apply the doctrine more strictly to employment covenants than to covenants in commercial deals, because an employer is not entitled to be protected from ordinary competition by a former employee [^lindner-face-competition]. The foundational High Court authorities — *Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co* and *Buckley v Tutty* — establish the same framework that Victorian courts continue to apply. The sections that follow work through whether a court can narrow an overbroad clause, why cascading clauses do not guarantee enforcement, what counts as a legitimate interest, how reasonableness of scope is judged, what happens when the employer is the party in breach, and the open question of whether a breach can extend the restraint.
+
+## Can a Victorian court narrow an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Only by deleting severable words — not by reading the clause down or rewriting it. Victoria has no statute giving a court power to enforce an overbroad restraint to a reasonable extent. The only narrowing tool is the common-law blue-pencil rule: a court can strike out grammatically severable words, but it cannot read an unduly wide clause down to preserve its validity [^just-no-readdown]. Adding words to confine a restraint would remake the clause rather than enforce it, which a court will not do [^just-rewrite].
+
+The practical consequence is that severance is not a safety net. If the words that make a restraint unreasonable cannot simply be crossed out without changing the meaning of what remains, the whole restraint fails. A court will not reconstruct the bargain to save a clause the employer drafted too widely [^just-no-new-agreement].
+
+"However, it is not permissible for a court to read down an unduly wide clause in order to preserve its validity."[^just-no-readdown]
+
+*Just Group Ltd v Peck* is the cautionary example. The restraint was an elaborate, multi-limb clause, yet the Court of Appeal held that the first limb went further than the employer's legitimate interests required and was therefore invalid [^just-first-limb-invalid]. The Court refused to read that limb down, because doing so would impermissibly rewrite the restraint rather than give effect to its meaning [^just-rewrite], and it declined to sever the offending parts; the covenant and words were not severed and the appeal was dismissed [^just-dismiss]. The lesson is that careful, layered drafting does not substitute for drafting each restraint no wider than the interest actually requires.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Because a Victorian court will not read an overbroad covenant down and may refuse to sever it, an unreasonable restraint is more likely to fall entirely than to be trimmed by the court. Draft scope, geographic area, and duration to the minimum the legitimate business interest actually requires, so the clause is defensible exactly as written rather than dependent on the court excising words [^just-no-new-agreement].
+
+## Are cascading or ladder restraint clauses valid in Victoria? {#cascading-clauses}
+
+**Short answer.** They are a common drafting device, but they are not a guarantee. A cascading clause sets out a menu of progressively narrower combinations of period and area, each expressed as a separate, severable restraint, so that if the widest is unreasonable a narrower one can still stand. Describing that device, the Court of Appeal in *Wallis Nominees (Computing) Pty Ltd v Pickett* explained the commonly used cascading form precisely in order to point out that the clause before it was NOT drafted that way — its supposed alternative was not a stand-alone option but referred back to the first option, so the clause was not severable [^wallis-cascading]. The device works only if each rung is genuinely independent and capable of being struck out without rewriting the rest, and only if each rung is itself reasonable. Where the words that make a restraint unreasonable cannot simply be crossed out without changing the meaning of what remains, severance fails and the restraint falls.
+
+Two parts have to be satisfied before a court will sever. The impugned part must be capable of being removed as if crossed out with a blue pen — a court can remove words from a restraint clause but not rewrite it — and the part removed must be an independent covenant whose excision does not change the meaning of what is left [^wallis-remove-not-rewrite]. A clause that reads as a single covenant, even if drafted with apparent alternatives, will not satisfy that test.
+
+"a court can remove words from a restraint clause but not rewrite it."[^wallis-remove-not-rewrite]
+
+*Just Group Ltd v Peck* shows that even a multi-limb restraint can fail this analysis: the Court of Appeal declined to sever the offending parts and dismissed the appeal, because severing the clause down to what the employer wanted would have amounted to making a new agreement for the parties [^just-no-new-agreement-cascade].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A cascading clause is not a safety net. Each rung should be drafted as a genuinely independent covenant that is reasonable on its own, not as a mechanical ladder of every possible permutation, because a court can only delete severable words and will not rewrite or read the clause down to rescue an overbroad rung [^just-no-readdown-cascade].
+
+## What legitimate interest must an employer show to enforce a Victorian non-compete? {#legitimate-interest}
+
+**Short answer.** A protectable business interest — not a mere wish to avoid competition. An employer cannot restrain a former employee simply because the new employer is a rival; it must be prepared to face that competition if it comes [^lindner-face-competition-interest]. The interests the law recognises are the employer's trade connection with its customers and the goodwill of the business — together with genuine trade secrets and confidential information. In *Wallis Nominees (Computing) Pty Ltd v Pickett* the Court of Appeal found that the employer did have a legitimate interest in its goodwill in its customers — its customer connections, which may include knowledge of and influence over its customers [^wallis-customer-connection] — even though it went on to hold the particular clause unreasonable. An employee's own general skill, experience, and know-how are the employee's to use.
+
+Identifying the interest is not enough on its own; the restraint must do no more than is reasonably necessary to protect it [^wallis-test]. In *Wallis Nominees (Computing) Pty Ltd v Pickett* the Court of Appeal accepted that the employer did have a legitimate interest in protecting its customer connections, but still held the restraint void because it went further than that interest required and was unreasonable in both extent and duration [^wallis-conclude-unreasonable]. The practical point for drafters is that the protectable interest has to be real and the restraint has to be tied to it; a clause aimed at competition by itself, rather than at a recognised interest, is invalid.
+
+"we conclude that while DWS did have a legitimate interest in restraining Mr Pickett, the clause was unreasonable having regard to both its extent and to its duration."[^wallis-conclude-unreasonable]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> A clause that simply bars a former employee from joining or starting a competing business, without tying the restraint to a specific protectable interest, is the weakest position. Identify the actual interest — the customer connection, the goodwill, or the genuine trade secrets — and draft the restraint no wider than is reasonably necessary to protect it, because a restraint that does more than that interest requires is unreasonable and void [^wallis-test].
+
+## How long and how wide can a Victorian non-compete be? {#reasonableness-factors}
+
+**Short answer.** There is no statutory limit; reasonableness is decided case by case on the activity restrained, the geographic area, the duration, and the employee's seniority and actual customer influence. The Court of Appeal has held that whether a legitimate interest exists is assessed as at the date the contract was entered into, not by hindsight [^wallis-assessed-at-time], and as a general matter the restraint's reasonableness is likewise tested by reference to that date rather than to how things later turned out. A geographic area wider than the employer's business reasonably requires, or a period longer than is needed to protect the interest, is likely to be unreasonable [^lindner-area-wide].
+
+Because the limits are judge-made, there is no fixed ceiling to anchor a covenant, and the analysis cuts in both directions. In *Lindner v Murdock's Garage* the High Court held an area covenant void because the area it covered was wider than the employer's business reasonably required [^lindner-area-wide]. In *Wallis Nominees (Computing) Pty Ltd v Pickett* the Court of Appeal held the restraint unreasonable in both extent and duration even though the employer did have a legitimate interest, which shows that an over-long or over-wide clause fails on its own terms regardless of the interest behind it [^wallis-conclude-unreasonable-scope].
+
+"The assessment of whether a legitimate interest exists is to be assessed at the time the contract is being entered into."[^wallis-assessed-at-time]
+
+On duration, the question is what period is reasonably necessary to protect the interest — for a customer-connection interest, commonly how long it takes for the former employee's influence over clients to fade or for the employer to cement its own connection. As a general matter, longer periods and wider areas attract closer scrutiny, and the employer carries the onus of justifying whatever it has chosen [^lindner-onus-scope].
+
+## Do paid restraints, garden leave, and fresh consideration help in Victoria? {#garden-leave}
+
+**Short answer.** They can strengthen an employer's position, but as a general matter they do not displace the reasonableness requirement. As a general principle of restraint-of-trade law, a restraint the employee is paid to observe can weigh against the argument that the clause stops the employee earning a living, and garden leave — where the employee stays employed and paid through the notice period while bound by duties of fidelity — is generally assessed more flexibly than a post-termination restraint. These are general principles rather than rules drawn from any on-point Victorian decision in the cases discussed here, and none of these features converts an overbroad covenant into a reasonable one: the restraint must still do no more than is reasonably necessary to protect a legitimate interest [^wallis-test-garden].
+
+For mid-employment restraints — covenants introduced after the employee is already on foot — the practical concerns, as a general matter, are fresh consideration and reasonableness assessed at the time the new clause is agreed. Victorian courts test whether a legitimate interest exists as at the date the contract is entered into [^wallis-assessed-at-time-garden], and the restraint's reasonableness is generally tested by reference to that same date, so a restraint bolted on later is generally judged on the circumstances then, not on the original hiring. A generously remunerated, fixed-term garden-leave arrangement for a senior person can be enforceable as a general matter, but it remains subject to the same underlying reasonableness scrutiny rather than being automatically valid.
+
+## What if the employer repudiated the contract or wrongfully dismissed the employee? {#employer-breach}
+
+**Short answer.** The restraint may fall away. Where the employer's own wrongful conduct ends the employment, a court will generally not enforce a post-employment restraint against the employee. The Court of Appeal has stated that, over more than a century, courts have held a restraint clause unenforceable against an employee whose employment ends through the employer's wrongful conduct — including wrongful dismissal or the employee's acceptance of the employer's repudiatory conduct [^crowe-holding].
+
+This is grounded in equity as well as contract. A party seeking an injunction to enforce a restraint must itself have performed its side of the bargain; he who comes to equity must do equity [^crowe-equity]. An employer that has repudiated the contract and had that repudiation accepted by the employee is in no position to insist on the restraint. The Court of Appeal noted that no reported case in a superior court in Australia or England has enforced a restraint against a former employee in those circumstances [^crowe-no-reported].
+
+"A series of decisions in the High Court, and in courts of high authority in England and Canada, have stated, over the course of more than a century, that a restraint clause is not enforceable against an employee whose employment ends by the employer's wrongful conduct — whether it be wrongful dismissal or the employee's acceptance of the employer's repudiatory conduct."[^crowe-holding]
+
+> [!NOTE]
+> **Practice note.**
+>
+> The employer already bears the onus of proving the restraint reasonable before any question of its own breach arises [^lindner-onus-breach]. On top of that, an employer that terminates abruptly — without giving contractual notice or paying in lieu — or that otherwise repudiates the contract risks losing the very restraint it wants to rely on, because a restraint clause is not enforceable against an employee whose employment ends through the employer's wrongful conduct [^crowe-holding]. Before suing to enforce a covenant, confirm that the termination itself complied with the contract.
+
+## Does a Victorian non-compete pause or extend if the employee breaches? {#tolling}
+
+**Short answer.** This is an open question, and an employer should not assume the clock stops. No settled Victorian authority holds that a restraint period tolls — pauses and then resumes — while a former employee is in breach or while litigation runs. Because the existence of a legitimate interest is assessed as at the date the contract was entered into [^wallis-assessed-at-time-tolling], and reasonableness is generally tested by reference to that date, a clause that automatically lengthens the restraint depending on the employee's later conduct may sit uneasily with the way Victorian courts test validity.
+
+A drafting device that extends the period by the length of any breach pushes the effective duration beyond what was assessed as reasonable at the outset, and there is no clear Victorian authority validating it. The safer assumption is that the stated period is the maximum the employer can rely on, and that a breach is generally better addressed through an injunction or a damages claim rather than by stretching the restraint — Australian courts generally prefer a damages or injunction remedy over a restraint that extends itself. The restraint-of-trade doctrine confines a covenant to what is reasonably necessary [^just-no-readdown-tolling], which on one view sits awkwardly with open-ended or self-extending restraints, though that is commentary rather than a holding on tolling.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a clause that purports to extend the non-compete by the length of any breach. No clear Victorian authority validates tolling of the restraint period, and because the existence of the interest is tested as at the date of the contract — with reasonableness generally tested by reference to that date — an automatic extension may risk being treated as unreasonable [^wallis-assessed-at-time-tolling]. Treat the stated duration as the maximum, and address an actual breach through an injunction or a damages claim instead.
+
+## Do Victorian restraint rules differ for contractors and business sales? {#contractors-and-sale}
+
+**Short answer.** In some respects, yes. Restraints on independent contractors are assessed under the same restraint-of-trade reasonableness doctrine as employee covenants; what matters is the substance of the interest at stake rather than the label put on the relationship. Restraints given by the seller of a business are judged more leniently than employee restraints, because a buyer is entitled to protect the goodwill it paid for and the parties bargain on more equal terms [^lindner-sale-distinction].
+
+The sale-of-business leniency is long-standing and uncontroversial doctrine: a restraint in a sale agreement is more easily upheld than the same restraint in an employment contract [^lindner-more-easily], because the policy concerns that make employment covenants suspect — unequal bargaining power and the risk of locking a person out of their livelihood — are weaker when a vendor sells a business for value and promises not to immediately compete the goodwill away. A multi-year restraint can be reasonable in that setting.
+
+For contractors, the key question is the same one that governs employees: is there a legitimate interest, and is the scope no wider than reasonably necessary to protect it [^wallis-test-contractors]. The label matters less than the substance of the relationship and the interest at stake.
+
+## Is a federal ban on non-competes coming to Australia? {#federal-reform}
+
+**Short answer.** A ban has been proposed but is not yet law, and as of June 2026 the common-law restraint-of-trade framework above still governs in Victoria [^just-presumed-void-reform]. According to Australian Government Treasury material and law-firm commentary, the Government has announced that it intends to ban post-employment non-competes for workers earning under the Fair Work Act high-income threshold (reported at around AUD $183,100), with consultation on the design under way, the reform expected to be legislated during 2026 and to take effect from 2027, and operating prospectively. Those figures and dates come from that secondary material — Treasury announcements and commentary — not from any enacted statute. Until any ban is enacted, the existing common-law framework continues to govern [^just-presumed-void-reform].
+
+The proposal, as described in current Treasury material and law-firm commentary rather than in any enacted statute, would cover most employees earning below the high-income threshold while excluding sale-of-business covenants and restraints on higher earners. Related arrangements such as non-solicitation, no-poach, and wage-fixing clauses are also reported to be under consideration. None of this is in force, and the precise scope, threshold, and commencement could change before any legislation passes; the threshold figure and the timeline in particular are drawn from secondary reporting and should be re-checked against the enacted text when it appears.
+
+Because this is a future legislative matter, employers should treat the timeline and detail as provisional rather than settled. A covenant entered into now is governed by existing law; whether and how a future ban would affect existing or new agreements will depend on the enacted text and its transitional provisions.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not draft to a federal ban that does not yet exist. As of June 2026 no Commonwealth statute bans employee non-competes, so enforceability in Victoria still turns on the common-law reasonableness test [^just-presumed-void-reform]. Track the proposal through to enacted legislation before changing practice, because its threshold, scope, and commencement remain proposals subject to change.
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-10. License: CC BY 4.0. Steven Obiajulu, J.D. is not admitted to practise law in Victoria, Australia. This article summarizes publicly available Victoria, Australia legal sources for general information only — it is not legal advice and does not create a lawyer–client relationship. It may not reflect the most recent legal developments and is provided without warranty as to accuracy or completeness; verify against the primary sources cited and consult a locally qualified lawyer before relying on it.
+
+[^just-presumed-void]: **Just Group Ltd v Peck** — "A term in a contract, which is a restraint of trade ('a restraint clause'), is presumed to be void as contrary to public policy." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^lindner-prima-facie]: **Lindner v Murdock's Garage** — "Any contractual restraint of trade is prima facie unlawful and invalid." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per Kitto J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^lindner-onus]: **Lindner v Murdock's Garage** — "The onus was on the plaintiff firm to prove circumstances showing that the restriction on the defendant's freedom to work was reasonable." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^lindner-face-competition]: **Lindner v Murdock's Garage** — "An employer must be prepared to face the competition of a former employee if it comes." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^just-no-readdown]: **Just Group Ltd v Peck** — "However, it is not permissible for a court to read down an unduly wide clause in order to preserve its validity." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^just-rewrite]: **Just Group Ltd v Peck** — "to read down the first limb, in the manner suggested, would be to, impermissibly, rewrite the restraint clause in order to preserve its validity" *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^just-no-new-agreement]: **Just Group Ltd v Peck** — "It is not for the Court to make a new agreement for the parties." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^just-first-limb-invalid]: **Just Group Ltd v Peck** — "The first limb of the restraint clause exceeds what is necessary for the protection of the legitimate interests of Just Group and is therefore invalid." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^just-dismiss]: **Just Group Ltd v Peck** — "We will grant leave to appeal and dismiss the appeal." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^wallis-cascading]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "the commonly used form of a cascading clause where it starts with the broadest possible restraint then provides increasingly narrow alternatives, each one standing alone." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^wallis-remove-not-rewrite]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "a court can remove words from a restraint clause but not rewrite it." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^just-no-new-agreement-cascade]: **Just Group Ltd v Peck** — "It is not for the Court to make a new agreement for the parties." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^just-no-readdown-cascade]: **Just Group Ltd v Peck** — "However, it is not permissible for a court to read down an unduly wide clause in order to preserve its validity." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^lindner-face-competition-interest]: **Lindner v Murdock's Garage** — "An employer must be prepared to face the competition of a former employee if it comes." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^wallis-customer-connection]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "The legitimate interest alleged by DWS is its goodwill in its customers, the essence of which is its customer connections which may include knowledge of, and influence over, its customers." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^wallis-test]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "The test is whether the restraint does more than what is reasonably necessary to protect the employer's legitimate interest." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^wallis-conclude-unreasonable]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "we conclude that while DWS did have a legitimate interest in restraining Mr Pickett, the clause was unreasonable having regard to both its extent and to its duration." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^wallis-assessed-at-time]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "The assessment of whether a legitimate interest exists is to be assessed at the time the contract is being entered into." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^lindner-area-wide]: **Lindner v Murdock's Garage** — "I think it must be held that the area was unreasonably wide." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^wallis-conclude-unreasonable-scope]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "we conclude that while DWS did have a legitimate interest in restraining Mr Pickett, the clause was unreasonable having regard to both its extent and to its duration." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^lindner-onus-scope]: **Lindner v Murdock's Garage** — "The onus was on the plaintiff firm to prove circumstances showing that the restriction on the defendant's freedom to work was reasonable." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^wallis-test-garden]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "The test is whether the restraint does more than what is reasonably necessary to protect the employer's legitimate interest." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^wallis-assessed-at-time-garden]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "The assessment of whether a legitimate interest exists is to be assessed at the time the contract is being entered into." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^crowe-holding]: **Crowe Horwath (Aust) Pty Ltd v Loone** — "A series of decisions in the High Court, and in courts of high authority in England and Canada, have stated, over the course of more than a century, that a restraint clause is not enforceable against an employee whose employment ends by the employer's wrongful conduct — whether it be wrongful dismissal or the employee's acceptance of the employer's repudiatory conduct." *Crowe Horwath (Aust) Pty Ltd v Loone [2017] VSCA 181 (Ashley, Priest and Beach JJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2017/181.html>
+
+[^crowe-equity]: **Crowe Horwath (Aust) Pty Ltd v Loone** — "He who comes to equity must do equity" *Crowe Horwath (Aust) Pty Ltd v Loone [2017] VSCA 181 (Ashley, Priest and Beach JJA), quoting Gibbs J in Geraghty v Minter (1979) 142 CLR 177.* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2017/181.html>
+
+[^crowe-no-reported]: **Crowe Horwath (Aust) Pty Ltd v Loone** — "there is no reported case in a court of superior jurisdiction in Australia or England which has decided that a restraint clause is enforceable against a former employee in such circumstances." *Crowe Horwath (Aust) Pty Ltd v Loone [2017] VSCA 181 (Ashley, Priest and Beach JJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2017/181.html>
+
+[^lindner-onus-breach]: **Lindner v Murdock's Garage** — "The onus was on the plaintiff firm to prove circumstances showing that the restriction on the defendant's freedom to work was reasonable." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per McTiernan J).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^wallis-assessed-at-time-tolling]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "The assessment of whether a legitimate interest exists is to be assessed at the time the contract is being entered into." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^just-no-readdown-tolling]: **Just Group Ltd v Peck** — "However, it is not permissible for a court to read down an unduly wide clause in order to preserve its validity." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>
+
+[^lindner-sale-distinction]: **Lindner v Murdock's Garage** — "A distinction is drawn between a restraint upon trade included in an agreement for the sale of a business and a restraint included in an agreement with an employee." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per Latham CJ, dissenting).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^lindner-more-easily]: **Lindner v Murdock's Garage** — "The restraint is more easily upheld in the former than in the latter case." *Lindner v Murdock's Garage [1950] HCA 48; (1950) 83 CLR 628 (per Latham CJ, dissenting).* <https://www.hcourt.gov.au/sites/default/files/eresources/1950/HCA/48.pdf>
+
+[^wallis-test-contractors]: **Wallis Nominees (Computing) Pty Ltd v Pickett** — "The test is whether the restraint does more than what is reasonably necessary to protect the employer's legitimate interest." *Wallis Nominees (Computing) Pty Ltd v Pickett [2013] VSCA 24 (Warren CJ and Davies AJA).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2013/24.html>
+
+[^just-presumed-void-reform]: **Just Group Ltd v Peck** — "A term in a contract, which is a restraint of trade ('a restraint clause'), is presumed to be void as contrary to public policy." *Just Group Ltd v Peck [2016] VSCA 334 (the Court).* <https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSCA/2016/334.html>

package/skills/{non-compete-contract-explainer/content/us-virgin-islands.md → legal-explainers/non-compete-contract-explainer/content/virgin-islands.md}

@@ -1,10 +1,10 @@
 ---
 jurisdiction: "U.S. Virgin Islands"
-slug: us-virgin-islands
+slug: virgin-islands
 countryCode: US
-snapshotAsOf: "2026-06-08"
+snapshotAsOf: "2026-06-19"
 lastReviewed: "2026-06-03"
-canonicalUrl: https://openagreements.org/legal/non-compete/us-virgin-islands
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/virgin-islands
 license: CC BY 4.0
 stale: false
 ---
@@ -15,7 +15,7 @@ stale: false
 > relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
 > Laws change; verify against the canonical version before relying on it.
 >
-> **Canonical:** https://openagreements.org/legal/non-compete/us-virgin-islands · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/us/virgin-islands · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
 
 # Non-Competes in the U.S. Virgin Islands[^about]
 
@@ -138,7 +138,7 @@ Broader sale-of-business covenants should still be analyzed under the same reaso
 
 For planning, the audience that matters is a Virgin Islands judge applying the *Arvidson* reasonableness test — not a federal rule. Where a dispute lands in the District Court on diversity or federal-question grounds, that court still applies Virgin Islands substantive law, informed by Third Circuit procedure.
 
-[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not U.S. Virgin Islands. This article synthesizes U.S. Virgin Islands primary law and is not legal advice from a U.S. Virgin Islands-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not U.S. Virgin Islands. This article synthesizes U.S. Virgin Islands primary law and is not legal advice from a U.S. Virgin Islands-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
 
 [^arvidson-enforceable]: **Arvidson v. Buchar** — "Accordingly, the Arvidsons have met their summary judgment burden, and the Court finds the covenant to not compete invalid and unenforceable as a matter of law" *Arvidson v. Buchar, 2019 VI SUPER 122 (Super. Ct. V.I. Sept. 10, 2019).* <https://usvipublicportal-api.vicourts.org/courts/87edff36-c02b-4073-aea4-c0652bc123d9/cms/case/7432A3F8-AD71-45C5-B028-B4471D746A4E/docketentrydocuments/27b98266-7d9f-405f-b7ba-c221f8db0a97>
 

package/skills/{non-compete-contract-explainer → legal-explainers/non-compete-contract-explainer}/content/virginia.md

@@ -2,9 +2,9 @@
 jurisdiction: "Virginia"
 slug: virginia
 countryCode: US
-snapshotAsOf: "2026-06-08"
+snapshotAsOf: "2026-06-19"
 lastReviewed: "2026-06-02"
-canonicalUrl: https://openagreements.org/legal/non-compete/virginia
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/virginia
 license: CC BY 4.0
 stale: false
 ---
@@ -15,7 +15,7 @@ stale: false
 > relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
 > Laws change; verify against the canonical version before relying on it.
 >
-> **Canonical:** https://openagreements.org/legal/non-compete/virginia · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/us/virginia · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
 
 # Non-Competes in Virginia[^about]
 
@@ -41,7 +41,7 @@ Virginia non-compete law combines Va. Code § 40.1-28.7:8, a common-law reasonab
 
 **Short answer.** Sometimes. Virginia remains a reasonableness state for workers outside the statutory ban, but Va. Code § 40.1-28.7:8 flatly prohibits employers from entering into, enforcing, or threatening to enforce non-competes with covered *low-wage employees* [^statutory-ban-baseline].
 
-The result is a dual track. For covered workers, the statute controls first. For everyone else, the common-law test controls, and the employer must prove a restraint is narrowly drawn, not unduly burdensome on earning a living, and consistent with public policy [^omniplex-basic-test].
+The result is a dual track. For covered workers, the statute controls first. For everyone else, the common-law test controls, and the employer must prove a restraint is narrowly drawn, not unduly burdensome on earning a living, and consistent with public policy [^omniplex-basic-test]. For a clause-by-clause pass over a specific agreement against both tracks, the [Virginia non-compete review checklist](/checklists/non-compete/us/virginia) walks the full covenant suite item by item with each requirement's force level.
 
 The statutory track is broad after the 2025 amendment. The Virginia Department of Workforce Development and Advancement calculates the 2026 wage threshold at less than $1,507.01 per week, and the protected class also includes FLSA non-exempt employees regardless of earnings [^doli-current-threshold].
 
@@ -136,7 +136,7 @@ That alternative has its own limits. The Virginia Uniform Trade Secrets Act defi
 >
 > Keep confidentiality and trade-secret covenants separate from a work ban. A clause labeled as confidentiality can still create non-compete risk if it restrains ordinary competition rather than protecting specific confidential, proprietary, or trade-secret information [^statute-nda-preserved][^vutsa-trade-secret-definition].
 
-[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Virginia. This article synthesizes Virginia primary law and is not legal advice from a Virginia-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Virginia. This article synthesizes Virginia primary law and is not legal advice from a Virginia-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
 
 [^statutory-ban-baseline]: **Va. Code § 40.1-28.7:8** — "No employer shall enter into, enforce, or threaten to enforce a covenant not to compete with any low-wage employee." *Va. Code Ann. § 40.1-28.7:8(B).* <https://law.lis.virginia.gov/vacode/40.1-28.7:8/>
 

package/skills/{non-compete-contract-explainer → legal-explainers/non-compete-contract-explainer}/content/washington.md

@@ -2,9 +2,9 @@
 jurisdiction: "Washington"
 slug: washington
 countryCode: US
-snapshotAsOf: "2026-06-08"
+snapshotAsOf: "2026-06-19"
 lastReviewed: "2026-06-03"
-canonicalUrl: https://openagreements.org/legal/non-compete/washington
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/washington
 license: CC BY 4.0
 stale: false
 ---
@@ -15,7 +15,7 @@ stale: false
 > relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
 > Laws change; verify against the canonical version before relying on it.
 >
-> **Canonical:** https://openagreements.org/legal/non-compete/washington · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/us/washington · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
 
 # Non-Competes in Washington[^about]
 
@@ -159,7 +159,7 @@ The Act expressly does not revoke or impede the development of the common law [^
 
 Washington follows the reasonable-extent rule from *Wood v. May*: a court of equity enforces a restraint against a former employee only to the extent it is reasonable and necessary to protect a legitimate business interest [^woodmay-reasonable-extent-court-narrowing]. *Emerick* applies that to modern covenants, holding that when some terms are unreasonable the entire covenant does not fail — the court may modify it [^emerick-partial].
 
-But under the current statute, reformation is not free. RCW 49.62.080 imposes the $5,000 penalty (or greater actual damages) plus fees whenever a court reforms, rewrites, modifies, or only partially enforces a covenant [^rcw-080-reformation-penalty-court-narrowing].
+But under the current statute, reformation is not free. RCW 49.62.080 imposes the $5,000 penalty (or greater actual damages) plus fees whenever a court reforms, rewrites, modifies, or only partially enforces a covenant [^rcw-080-reformation-penalty-court-narrowing]. For a clause-by-clause pass over a specific agreement drafted to these rules, the [Washington non-compete review checklist](/checklists/non-compete/us/washington) walks the full covenant suite item by item with each requirement's force level.
 
 > [!CAUTION]
 > **Drafting note.**
@@ -193,7 +193,7 @@ Signed on March 23, 2026 and effective June 30, 2027, ESHB 1155 (chapter 149, La
 >
 > Start planning now, not in 2027. The ban applies regardless of when a covenant was signed and adds an October 1, 2027 notice obligation, so employers should inventory existing Washington covenants and prepare worker notices well before the effective date. Re-verify the enrolled text before acting, because implementing guidance may follow [^eshb1155-voidall][^eshb1155-notice-duty].
 
-[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Washington. This article synthesizes Washington primary law and is not legal advice from a Washington-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Washington. This article synthesizes Washington primary law and is not legal advice from a Washington-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
 
 [^rcw-020-void-conditions]: **RCW 49.62.020** — "Unless the employee's earnings from the party seeking enforcement, when annualized, exceed one hundred thousand dollars per year." *RCW 49.62.020(1)(b).* <https://app.leg.wa.gov/RCW/default.aspx?cite=49.62.020>
 

package/skills/{non-compete-contract-explainer → legal-explainers/non-compete-contract-explainer}/content/west-virginia.md

@@ -2,9 +2,9 @@
 jurisdiction: "West Virginia"
 slug: west-virginia
 countryCode: US
-snapshotAsOf: "2026-06-08"
+snapshotAsOf: "2026-06-19"
 lastReviewed: "2026-06-02"
-canonicalUrl: https://openagreements.org/legal/non-compete/west-virginia
+canonicalUrl: https://openagreements.org/practice-guides/non-compete/us/west-virginia
 license: CC BY 4.0
 stale: false
 ---
@@ -15,7 +15,7 @@ stale: false
 > relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
 > Laws change; verify against the canonical version before relying on it.
 >
-> **Canonical:** https://openagreements.org/legal/non-compete/west-virginia · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+> **Canonical:** https://openagreements.org/practice-guides/non-compete/us/west-virginia · **Snapshot as of:** 2026-06-19 · License: CC BY 4.0 · © openagreements.org
 
 # Non-Competes in West Virginia[^about]
 
@@ -49,7 +49,7 @@ Recent application points the same way. In *Special Services Bureau*, the court
 
 **Short answer.** Only after the covenant passes the first screen. West Virginia's signature trap is that a covenant unreasonable on its face is void, and the court will not rescue it by rewriting or partially enforcing it [^reddy-facially-unreasonable-void].
 
-*Reddy* allows tailoring only after a covenant is facially reasonable and the employer proves legitimate interests. If the restraint is facially excessive in time, territory, or apparent purpose, the covenant is out before the court reaches partial enforcement [^reddy-facially-unreasonable-void][^huntington-eye-no-partial-enforcement].
+*Reddy* allows tailoring only after a covenant is facially reasonable and the employer proves legitimate interests. If the restraint is facially excessive in time, territory, or apparent purpose, the covenant is out before the court reaches partial enforcement [^reddy-facially-unreasonable-void][^huntington-eye-no-partial-enforcement]. For a clause-by-clause pass over a specific agreement against these drafting rules, the [West Virginia non-compete review checklist](/checklists/non-compete/us/west-virginia) walks the full covenant suite item by item with each requirement's force level.
 
 "An employee covenant not to compete is unreasonable on its face if its time or area limitations are excessively broad, or where the covenant appears designed to intimidate employees rather than to protect the employer’s business, and a court should hold any such covenant void and unenforceable, and not undertake even a partial enforcement of it, bearing in mind, however, that a standard of ‘unreasonable on its face’ is to be distinguished from the standard of ‘reasonableness’ used in inquiries adopted by other authorities to address the minor instances of overbreadth to which restrictive covenants are naturally prone."[^huntington-eye-no-partial-enforcement]
 
@@ -120,7 +120,7 @@ For physicians, the non-compete statute expressly preserves nondisclosure provis
 
 For non-physician employees, ordinary contract and trade-secret tools are often cleaner than a work ban. *Reddy* identifies trade secrets and customer lists as classic protectable interests, but a confidentiality covenant should still be tied to actual confidential information rather than used as a practical non-compete [^reddy-trade-secrets-customer-lists].
 
-[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not West Virginia. This article synthesizes West Virginia primary law and is not legal advice from a West Virginia-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not West Virginia. This article synthesizes West Virginia primary law and is not legal advice from a West Virginia-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
 
 [^reddy-employee-rule-of-reason]: **Reddy v. Community Health Foundation of Man** — "The three-dimensional method of inquiry has been summarized in a leading article: ‘A restraint is reasonable only if it (1) is no greater than is required for the protection of the employer, (2) does not impose undue hardship on the employee, and (3) is not injurious to the public,’ H.M. Blake, ‘Employee Agreements Not to Compete,’ supra, at 648." *Reddy v. Cmty. Health Found. of Man, 171 W. Va. 368, 298 S.E.2d 906 (1982).* <https://www.courtlistener.com/opinion/1309110/reddy-v-community-health-foundation-of-man/#:~:text=The%20three%2Ddimensional%20method%20of%20inquiry,to%20Compete%2C%E2%80%9D%20supra%2C%20at%20648.>