Pennsylvania
Pennsylvania: Nonsolicitation Terms Unenforceable
|
APPLIES TO All Employers with Employees in PA |
EFFECTIVE FEB 18, 2026 |
QUESTIONS? Contact HR On-Call |
Quick Look
|
Discussion
In First Nat’l Trust Co. v. English, a Pennsylvania Superior Court evaluated nonsolicitation agreements for appropriate consideration and whether the terms of the agreement were violated. Here, employees who had signed nonsolicitation agreements left their employment to join a competitor. The employees’ clients followed them to the new company, either because the original employer informed the clients of the departure, or because the clients independently inquired about the employees’ new location and expressed interest in continuing the relationship. There was no evidence that the employees had initiated contact with the clients to ask them to move away from the old employer.
First, the court indicated that there was an issue of inadequate consideration when the nonsolicitation agreement was executed. The employer claimed consideration of participation in a performance compensation program and increase in base pay. However, in one instance, the employee was already participating in the performance compensation program and there was no indication that the increase in pay was more than a cost-of-living increase that would have occurred regardless of the nonsolicitation agreement.
Second, where the term “solicit” was not defined in the agreement, the court looked to the dictionary definition, which was to initiate contact. Moreover, because “solicit” is a verb, the court found it requires affirmative conduct on the part of the employee to constitute a breach. Because there was no evidence that the employees took affirmative action or solicited clients, they did not breach the nonsolicitation agreement.
Third, the agreements were found to be overly broad because they contained no geographic limitation in scope. Such language would arguably prohibit employees from accepting any business from “any former client—including family members and personal friends—anywhere in the world.” The court noted that it would be unreasonable to include in the nonsolicitation agreement the employees’ customers, whose relationships predated each employee’s employment with the employer. The employer had not financially supported or otherwise facilitated the establishment of the employees’ customer relationships.
Employers should work with legal counsel to ensure that nonsolicitation agreements use clearly defined terms, include an express geographic scope, and are supported by meaningful new consideration provided at the time of signing.
Action Items
- Review nonsolicitation agreements with legal counsel.
Northampton County, PA: New Employment Protections
As of April 23, 2026, Ordinance No. 794 implemented discrimination prohibitions and a ban-the-box provision. Specifically, the Ordinance prohibits employment discrimination on the basis of a broad range of protected characteristics, including: “[a]ctual or perceived race, ethnicity, color, religion, creed, national origin, ancestry, sex (including pregnancy, childbirth, and related medical conditions), gender identity, gender expression, sexual orientation, genetic information, physical marital status, familial status, GED rather than high school diploma, or mental non-job-related disability, relationship or association with a disabled person, source of income, age, height, weight, veteran status, use of guide or support animals and/or mechanical aids, or domestic or sexual violence victim status.”
Additionally, employers cannot require job applicants to disclose prior criminal convictions until after an initial interview; this includes asking about criminal convictions on employment applications. Further, employers cannot consider criminal convictions that do not relate to their suitability for employment. Failure to provide the required written notice of denial of employment based on criminal history is also a violation of the Ordinance. Northampton County employers should review their employment applications, background check procedures, and anti-discrimination policies to ensure compliance with the Ordinance’s requirements.
Disclaimer: This document is designed to provide general information and guidance concerning employment-related issues. It is presented with the understanding that ManagEase is not engaged in rendering any legal opinions. If a legal opinion is needed, please contact the services of your own legal adviser. © 2026 ManagEase