[ID] Does an unconfirmed future business location fall within a non-compete’s restricted area?

ID Employment

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Thank you for chatting with me on this. The short answer is that your boss's verbal warning about an unconfirmed lease almost certainly does not extend your non-compete obligations beyond what the written agreement says. The contract restricts you from working within 10 miles of any Company facility where you were employed, and a location that has not opened is not a facility where you were employed. That distinction matters. That's the short answer.

Here is the long answer: Your written agreement defines the restricted area as a 10-mile radius from any Company facility "at which Physical Therapist was employed." A location still in the permitting and contractor phase is not a facility at which you were employed. Idaho courts interpret non-compete agreements narrowly against the party seeking enforcement, and courts will not expand the plain meaning of a contract based on a verbal statement made at resignation, which reflects Idaho's strict construction approach to restrictive covenants under the state's non-compete statute, (ID Code § 44-2701) , which governs the enforceability and scope of covenants not to compete. Because the lease is unconfirmed, the build-out is stalled, and the location is not operational, your employer would have a difficult time arguing that site qualifies as a covered location under the contract language. The verbal statement from your boss does not modify the written agreement, because under Idaho law, most employment contracts require written modification to be enforceable.

Here is what you can do legally, step by step:

Pull out the written non-compete and identify every location listed or described as a "Company facility." If the new site is not listed and has never been operational, it is not part of the restricted area as written.
Keep a copy of the agreement somewhere safe. Write down everything your boss said at resignation, including the date, who was present, and her exact words about the lease. Do this now while the details are fresh.
If this dispute escalates, your contemporaneous notes carry weight. If your former employer sends you a cease-and-desist letter or threatens legal action based on the unconfirmed lease location, you can respond in writing by pointing to the contract language and noting that the site was never operational during your employment. You are not required to respond, but a written response creates a paper trail showing you acted in good faith based on the contract terms.

Bonus tip: Idaho courts have the authority to "blue pencil," or modify, overbroad non-competes rather than void them entirely under (ID Code § 44-2704), so if this does reach litigation, a court is more likely to narrow the scope than to hold you liable for a location that was never open.

Does that help clarify things? I want to make sure I didn't leave anything out.

Employee Non-Compete Agreement

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My question relates to the non-compete and a potential new location my former employer mentioned at the time of my resignation. When I gave notice, my boss reiterated that I was not to operate within the 10-mile radius. She stated that they had initiated a lease on a new building, which she implied would prevent me from opening a location anywhere within 10 miles of that site. However, this information was communicated only verbally, and I have not seen any documentation confirming the lease. She also stated that permitting and build-out would likely be difficult, and that they currently do not have a clear timeline or answers regarding the project.

At the time of my resignation, she explicitly said that because I was aware of this potential lease, I could not open within 10 miles of that location. My question is whether this claim carries any legal weight. Does a potential or unconfirmed lease that I was told about verbally restrict me from operating within that area, even if the location is not yet operational?

Lexi, Chatbot

I understand how concerning this situation must be for you. Can you tell me if you have a written non-compete agreement with your former employer?

Yes.

Lexi, Chatbot

Have you had any further communication with your former employer regarding the lease or the non-compete restrictions since your resignation?

No, just at resignation.

Lexi, Chatbot

Is there anything else the Employment Lawyer should know before I connect you? Rest assured they'll be able to help with your non-compete issue.

No.

Legal Eagle

Hello, I'm Legal Eagle. I'm an attorney who works in your area of law and I'll help you sort this out today. I've read what you shared, so let's go over what's happening and what your best next steps look like. What does your written non-compete agreement say about how covered locations are defined, and does it reference future or anticipated locations in addition to existing ones?

Here is how my contract reads for non-compete:

In recognition of the consideration provided to Physical Therapist under this Agreement, including, without limitation, Physical Therapist's access to the Company's proprietary and confidential information, Physical Therapist hereby agrees to the following restrictive covenants: 4.1.1 Nondisclosure. Neither Physical Therapist nor any corporation, partnership, or other business entity or person directly or indirectly owned or controlled by Physical Therapist shall disclose to any person or entity other than the Company's employees, without the express written authorization of the Company, the terms of this Agreement, any patient lists, patient files or records, pricing or business strategies, or any other type of proprietary data or trade secrets relating to the Company's general business operations, the Company's provision of Physical Therapist services, or any financial or other information about the Company not otherwise in the public domain; 4.1.2 Competitive Employment. For a period of twelve (12) months after the termination or expiration of this Agreement, without regard to the reason therefore, neither Physical Therapist nor any corporation, partnership, or other business entity or person directly or indirectly owned or controlled by Physical Therapist shall provide rehabilitative services, within a ten (10) mile radius at any Company's facility at which Physical Therapist was employed (collectively "Restricted Area"). 4.1.3 Non solicitation. For a period of eighteen (18) months after the termination, expiration, or non-renewal of this Agreement, without regard to the reason therefore, neither Physical Therapist nor any corporation, partnership, or other business entity or person directly or indirectly owned or controlled by Physical Therapist shall (i) take any action to induce any employee of the Company to cease employment with the Company, (ii) directly or indirectly, attempt or actually solicit, divert or take away any of the Company's patients, including, without limitation, any advertising or marketing within the Restricted Area, or (iii) conduct, manage, be employed by, own, or control any practice, located within the Restricted Area that would result in the Physical Therapist directly or indirectly engaging or participating in the inducement of patients, other employees, or other third parties to terminate or otherwise limit their patient, employment and/or business relationships with the Company.

Legal Eagle

Could you clarify the specific location where you plan to open your new practice? This will help determine if it falls within the restricted area mentioned in your non-compete agreement.

Their current location, where I was employed, does not fall within the 10 miles. But the location with a lease on it, is within the 10 miles

Legal Eagle

Understood! So you're just wondering what your rights are here, correct?

Yes. Does their lease hold any weight to me not opening a location since I know about it?

Legal Eagle

Ok! Did you need to tell me anything else? If not, I can start with answering your question. Also, I really appreciate you using us here, it means a lot to be able to help. Let's make this a smooth session for you.

I don't think there is any other pertinent info.

Legal Eagle

Sorry! What state is this in again?

Except the last info I knew about the space was that she was still meeting with contractors for the build out and the city for the permitting and it was not going as expected.

Idaho.

Legal Eagle

Here is what you can do legally, step by step:

Pull out the written non-compete and identify every location listed or described as a "Company facility." If the new site is not listed and has never been operational, it is not part of the restricted area as written.
Keep a copy of the agreement somewhere safe. Write down everything your boss said at resignation, including the date, who was present, and her exact words about the lease. Do this now while the details are fresh.
If this dispute escalates, your contemporaneous notes carry weight. If your former employer sends you a cease-and-desist letter or threatens legal action based on the unconfirmed lease location, you can respond in writing by pointing to the contract language and noting that the site was never operational during your employment. You are not required to respond, but a written response creates a paper trail showing you acted in good faith based on the contract terms.

Does that help clarify things? I want to make sure I didn't leave anything out.

It does. It makes a lot of sense to me. I understand she is mad, but essentially, she could just go and put "offices" at random spots so I couldn't open anything. I guess another question I have is that the contract stated my pay to be 22% production and I was never on production pay. I was on salary or what we verbally stated as base salary until I earned enough to beat my base salary.

If this is the case, does it nullify the entire contract?

Legal Eagle

I hear you! A payment discrepancy alone rarely voids an entire contract, but it can weaken your employer's ability to enforce the non-compete against you. Idaho courts apply a doctrine called "material breach," which holds that if one party fails to perform a core obligation under a contract, the other party may be released from their own obligations under it. Whether paying you salary instead of the 22% production rate written in the contract rises to that level depends on how significant the difference was in practice, but it is a legitimate argument worth preserving.

It was probably a significant difference if I got paid production vs salary, with production being less. But she was intentionally not scheduling me evaluations so I could not get production. I'll read through the rest of the contract and see if there are any other issues she violated.

Legal Eagle

Sure thing! The pay gap matters here, and so does the scheduling piece. If your employer deliberately withheld evaluations to keep you off production pay, that is not an accidental administrative lapse, it is conduct that courts can view as a willful failure to perform a contractual obligation, which strengthens a material breach argument considerably. Review the rest of the contract with that same eye, because any other obligations she failed to meet stacks on top of this one.

I don't know if it was deliberate, but about a month after I started she said the others would be doing the evaluations. I also brought up production pay 5-6 times and each time she said I was a long way away because all the employees who are production pay have to hit production before being paid out that way.

Thank you for your help.

Legal Eagle

I hear you! The fact that she told you other employees handle evaluations, then repeatedly told you that you were "a long way away," creates a pattern that looks less like oversight and more like a managed delay. Hold onto any texts, emails, or written communications that touch on pay or evaluations, because that paper trail is what turns a verbal dispute into something you can actually use. Did you have any other questions?

No. That's all. Thank you.

Legal Eagle

I hope I was able to help resolve your issue! If you have any other questions, feel free to ask.

Legal Eagle

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