Williams | Robinson | Wiggins

Missouri's rules for enforcing non-compete agreements, and where federal regulation stands after the FTC's reversal.

Non-compete agreements have been on a regulatory rollercoaster. In April 2024, the Federal Trade Commission voted to ban nearly all non-compete agreements nationwide. A federal court set that rule aside before it ever took effect, and by 2025 the FTC itself had abandoned the fight. With the federal ban dead, non-compete agreements in Missouri are governed the way they always have been — by Missouri's own reasonableness standard, not a federal rule. Here is where things actually stand.

Missouri's rule: reasonable, or it doesn't survive. Missouri courts treat a non-compete agreement as a restraint on trade — presumptively disfavored and enforceable only to the extent it is demonstrably reasonable. See Healthcare Services of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604, 610, 613 (Mo. banc 2006). To be enforceable, a covenant must protect one of the interests Missouri law recognizes as legitimate — the employer's trade secrets or its customer contacts, including the goodwill built on those relationships. It cannot exist merely to shield an employer from ordinary competition, and it must be no broader than necessary in both duration and geographic scope. Duration turns on the facts rather than a fixed cutoff: the Missouri Supreme Court has enforced a two-year non-compete as reasonable and has cited with approval a decision enforcing a three-year non-solicitation restriction. Whelan Security Co. v. Kennebrew, 379 S.W.3d 835, 843, 847 (Mo. banc 2012). The employer bears the burden of proving both the protectable interest and the reasonableness of its time and geographic limits. Id. at 842.

Overbroad doesn't always mean unenforceable. Unlike states that will void an overly broad non-compete outright, Missouri courts generally follow a "reasonable modification" approach: if an agreement is written too broadly, a court can reform, or "blue-pencil," its terms to what reasonably protects the employer's actual interest, rather than throwing the whole agreement out — a practice the Court has traced through decisions like Osage Glass, Inc. v. Donovan, 693 S.W.2d 71, 74 (Mo. banc 1985). Modification is discretionary, though: a court remains free to refuse enforcement of terms that are wholly unreasonable. In Whelan, the Missouri Supreme Court found customer non-solicitation provisions unreasonable as written — because they applied to every customer of the company nationwide, whether or not the employee had ever dealt with them — but rather than voiding the agreements, the Court narrowed the existing-customer restriction to the customers each employee had actually dealt with, struck the prohibition on soliciting prospective customers entirely, and sent the remaining disputes back to the trial court. 379 S.W.3d at 841, 843–45. The lesson cuts both ways: an employee should not assume a broadly worded agreement is automatically unenforceable, and an employer should not assume an overbroad agreement is a safe bet just because a court might narrow it later.

Missouri also has a specific statute — but it covers non-solicitation, not non-competition. Section 431.202, RSMo, addresses covenants not to solicit or hire away employees, which is a narrower category than a traditional agreement not to compete. The statute allows such covenants in four situations: between business entities negotiating the sale or acquisition of a business; in joint ventures, to protect confidential information shared between the venturers; between an employer and employee, to protect confidential or trade-secret information, or customer or supplier relationships, goodwill, or loyalty; and between an employer and employee even without one of those protectable interests, so long as the covenant lasts no more than one year after employment ends. § 431.202.1(1)–(4), RSMo. For a covenant in either employer-employee category, a duration of one year or less after employment ends is conclusively presumed reasonable. § 431.202.2, RSMo. The fourth category — a covenant lacking one of the listed protectable interests — is not available at all against employees who provide only secretarial or clerical services. § 431.202.1(4), RSMo. And whatever a covenant says, the statute cannot be read to bar a departing employee from starting work for a new employer immediately. § 431.202.5, RSMo. Importantly, the statute expressly does not create or govern employer-employee non-competition covenants; those remain subject to Missouri's general common-law reasonableness test described above.

What happened with the FTC's nationwide ban. On April 23, 2024, the FTC issued a final rule that would have banned almost all new non-compete agreements and voided most existing ones nationwide, with only a narrow exception preserved for existing agreements with senior executives. Non-Compete Clause Rule, 89 Fed. Reg. 38,342 (May 7, 2024) (formerly codified at 16 C.F.R. pt. 910). Business groups sued immediately. In Ryan LLC v. FTC, 746 F. Supp. 3d 369 (N.D. Tex. 2024), a federal district court in the Northern District of Texas set the rule aside nationwide on August 20, 2024 — before its effective date — holding that the FTC had exceeded its statutory rulemaking authority and that the rule was arbitrary and capricious. The FTC, under its prior leadership, appealed that ruling. Following a change in the Commission's leadership, the FTC voted 3-1 on September 5, 2025 to drop its pending appeals and accede to the vacatur, and the agency formally removed the rule from the Code of Federal Regulations on February 12, 2026. The rule never took effect for a single business in the country.

Where that leaves things today. There is currently no federal ban on non-compete agreements. The FTC has indicated it will continue to pursue enforcement action against non-compete agreements on a case-by-case basis under its general unfair competition authority — historically focused on the most overbroad restrictions imposed on low-wage workers — rather than through a blanket nationwide rule. The Commission filed its first such post-rule action in September 2025, against a pet-cremation company that had required nearly 1,800 employees — including hourly workers — to sign one-year non-competes. And in June 2026 the Commission finalized a consent order barring a national pest-control company, Rollins, Inc., from enforcing non-compete agreements against covered employees. In re Rollins, Inc., FTC Docket No. C-4835 (June 22, 2026). That means the law governing whether your non-compete agreement is enforceable is, once again, entirely a matter of state law. In Missouri, that means the common-law reasonableness test described above, along with the narrower non-solicitation statute where it applies.

What this means for you. If you're an employer, a non-compete or non-solicitation agreement that is narrowly tailored to protect trade secrets, real customer relationships, or goodwill — and limited to a reasonable time and geographic area — is far more likely to hold up than a broad, boilerplate restriction copied from a template. If you're an employee who signed one, don't assume it's unenforceable just because it seems broad, and don't assume it's ironclad just because you signed it — Missouri courts routinely narrow agreements to what is actually reasonable, and the specific facts of your job and your employer's protectable interests matter a great deal to the outcome.

Summary. The FTC's attempt at a nationwide non-compete ban is dead — struck down in court and then formally abandoned by the agency itself. Missouri employers and employees are back to the state's long-standing rules: non-competes must be reasonable in scope, duration, and purpose to be enforced, courts may reform rather than void an overbroad agreement — though they are not required to — and a separate statute sets a more employee-friendly, one-year presumption specifically for non-solicitation covenants. Whether you are drafting an agreement or have been asked to sign one, the details matter.

Did you know? The above information is presented by Williams | Robinson | Wiggins as a public service and to generally outline the law in a particular area. It is not provided and is not intended as legal advice tailored to you or to your unique situation. Every legal matter depends upon specific facts which an attorney hired by you must consider in forming legal opinions and advice.

Need more information? If you need help drafting, reviewing, or evaluating a non-compete or non-solicitation agreement, you may contact us at(573) 341-2266 to obtain more detailed assistance.