# Non-Competes in Montana[^about] Montana starts from § 28-2-703's restraint-of-trade rule, but the Dobbins partial-restraint rule of reason leaves narrow covenants enforceable, while § 28-2-724 now bans many health-care provider non-competes in 2025 and 2026. ## Are employee non-compete agreements enforceable in Montana? {#employee-noncompetes} **Short answer.** Sometimes. Montana Code § 28-2-703 makes restraints on a lawful profession, trade, or business void, but Montana is not a California-style total-ban state because *Dobbins* preserves reasonable partial restraints [^montana-restraint-baseline][^dobbins-partial-restraint]. The key distinction is absolute versus partial restraint. A covenant that effectively blocks the worker from practicing a trade is in serious danger. A covenant that leaves the worker free to practice, but regulates a limited client, territory, time, or fee consequence, can be tested under Montana's reasonableness framework. That means the first drafting question is not simply whether the agreement is called a non-compete. It is whether the clause actually restrains work, whether it is absolute or partial, and whether the employer can prove the *Dobbins* elements. > [!NOTE] > **Practice note.** > > Do not summarize Montana as a blanket-ban jurisdiction. The statute is broad, but *Dobbins* and later cases treat partial restraints differently from absolute restraints [^montana-restraint-baseline][^dobbins-partial-restraint]. ## What is the Dobbins test for Montana non-competes? {#dobbins-test} **Short answer.** For a partial restraint, Montana asks whether the covenant is limited as to time or place, supported by good consideration, and reasonably protects the employer without imposing an unreasonable burden on the employee or the public [^dobbins-three-part-test]. The first element is phrased as time *or* place, not necessarily both. That still does not make open-ended drafting safe. The third element requires balancing, so a covenant that technically has a time or territory limit can still fail if the employer's protection is disproportionate to the worker or public burden. *Alborn* later applied the same framework to a shareholder accounting-firm covenant, explaining that partial restraints require a reasonableness determination rather than automatic invalidation [^alborn-dobbins-partial]. ## Is continued employment enough consideration for a Montana non-compete signed after hire? {#consideration-after-hire} **Short answer.** Usually no for an at-will employee. *Access Organics* held that simple continued employment did not supply good consideration for a non-compete signed more than four months after hiring [^access-continued-employment]. Montana treats post-hire covenants as afterthought agreements. They are not automatically invalid, but the employer needs independent consideration, such as a raise, promotion, access to trade secrets, or another real benefit tied to the new restriction [^access-independent-consideration]. The practical rule is timing-sensitive. A covenant presented as part of pre-employment negotiations can use the job offer as the exchange. A covenant presented later needs a new exchange, and past raises or prior employment are not enough. > [!CAUTION] > **Drafting note.** > > For an existing Montana employee, do not rely on continued at-will employment alone. Tie the covenant to new consideration and document the exchange at the time the covenant is signed [^access-continued-employment][^access-independent-consideration]. ## Can a Montana employer enforce a non-compete after terminating the employee without cause? {#termination-without-cause} **Short answer.** Generally no. *Wrigg* held that an employer normally lacks a legitimate business interest in enforcing a covenant when the employer chooses to end the employment relationship [^wrigg-employer-termination]. The reason is practical and equitable. If the employer could avoid competition by keeping the worker employed, then firing the worker and still blocking the worker's livelihood looks like ordinary competition prevention rather than legitimate protection. *Wrigg* leaves room for a different result when the employee's conduct gives the employer a real protective interest. Trade-secret misuse, customer-relationship misuse, or proprietary-information misuse can change the analysis, but the employer must prove the risk [^wrigg-misconduct-exception][^wrigg-trade-secret-analysis]. > [!NOTE] > **Practice note.** > > Before sending an enforcement letter after a layoff, nonrenewal, or termination without cause, identify a Montana-specific legitimate interest beyond ordinary competition. *Wrigg* makes employer-initiated separation a major enforcement problem [^wrigg-employer-termination]. ## Are fee-for-service and customer-fee clauses enforceable in Montana? {#customer-fee-restraints} **Short answer.** They can be. Montana courts have treated customer-linked fee provisions as partial restraints when the worker remains free to compete and serve the customer, subject to a contract payment [^alborn-partial-customer-fee][^jccs-client-payment]. The accounting-firm cases are the strongest pattern. In the 2016 *Alborn* appeal, the Montana Supreme Court held that a fee provision requiring payment for servicing former firm clients was not an absolute prohibition. In the 2020 appeal, the court affirmed a $2,353,463.27 judgment tied to that fee structure and recognized the employer's protectable interest in its client base [^jccs-legitimate-client-base][^jccs-damages-amount]. This does not make all customer restrictions safe. The covenant still needs time or place limits, good consideration, and a reasonable burden. But Montana's leading cases show that fee-for-service provisions are often a better fit than a no-work ban. A pure customer non-solicitation clause is different from the fee-for-service provisions these cases enforced. Because § 28-2-703 voids contracts restraining a business of any kind, a customer or employee non-solicit is best treated as a restraint on trade tested under the same *Dobbins* partial-restraint analysis, but no Montana Supreme Court decision squarely fixes the permissible duration or scope of a stand-alone non-solicit [^q5-montana-restraint-baseline]. ## What kinds of non-compete restraints are void in Montana? {#absolute-restraints} **Short answer.** Absolute restraints are void. A covenant that leaves the worker with no realistic way to practice the trade in the relevant market is likely an unlawful restraint under § 28-2-703 [^curl-unreasonable-restraint][^mungas-absolute-prohibition]. *Montana Mountain Products v. Curl* is the practical warning case. The worker's local trade depended on working for a subcontractor of Montana Silversmiths, and the covenant prohibited exactly that. The court held the covenant unreasonable and void. *Mungas* shows a related sale-of-goodwill boundary. A covenant does not fit the goodwill exception merely because a partnership document says so. The court looked for an actual sale of property for pecuniary consideration and held that the goodwill exception did not apply where no sale occurred [^mungas-no-goodwill-sale]. > [!CAUTION] > **Drafting note.** > > Montana's partial-restraint cases are not permission to draft a broad no-work clause. If the restraint functions as an absolute prohibition in the worker's actual market, *Curl* and *Mungas* point toward invalidity [^curl-unreasonable-restraint][^mungas-absolute-prohibition]. ## What are the sale-of-business and partnership exceptions in Montana? {#sale-partnership-exceptions} **Short answer.** Montana has two classic statutory exceptions: sale of business goodwill under § 28-2-704 and dissolution of partnership under § 28-2-705 [^montana-goodwill-sale][^montana-partnership-dissolution]. The sale-of-goodwill exception lets a seller agree with the buyer not to carry on a similar business in specified areas while the buyer or successor carries on a like business there. The geographic menu is statutory: the principal-office city or county, adjacent cities or counties, or a combination of those areas [^montana-goodwill-areas]. The partnership exception is narrower and tracks the same geographic areas. It applies when partners dissolve the partnership and agree that one or more partners may not carry on a similar business within the § 28-2-704 territory. ## What special non-compete rules apply to Montana health-care providers? {#health-care-providers} **Short answer.** Section 28-2-724 bars covered health-care provider contracts from restricting post-relationship practice, services, patient treatment, patient relationships, or patient solicitation, subject to a narrow sale-of-practice exception and a physician-only decreasing-repayment exception [^montana-healthcare-practice-ban][^montana-healthcare-covered-providers][^montana-healthcare-exceptions]. The current consolidated statute covers physicians, psychologists, naturopathic physicians, social workers, professional counselors, addiction counselors, marriage and family therapists, behavioral health peer support specialists, registered professional nurses, advanced practice registered nurses, and physician assistants. The 2025 amendments matter for timing. HB 198 added naturopathic physicians, RNs, APRNs, and PAs and took effect on passage and approval, applying to contracts made or renewed on or after its effective date [^hb198-effective]. HB 620 added all physicians licensed under Title 37, chapter 3 on a delayed effective date of January 1, 2026, applying to contracts made or renewed on or after that date [^hb620-effective]. The practical takeaway is that the covered-provider analysis turns on when the contract was made or renewed, not only on when the dispute arises [^hb198-effective][^hb620-effective]. > [!CAUTION] > **Drafting note.** > > For covered providers, do not try to convert a non-compete into a patient non-solicit. Section 28-2-724 reaches both practice restrictions and restrictions on treating, advising, consulting with, establishing relationships with, or soliciting covered patients [^montana-healthcare-practice-ban]. ## What trade-secret and severance alternatives remain in Montana? {#trade-secrets-severance} **Short answer.** Montana employers should usually protect confidential information through the Montana Uniform Trade Secrets Act and narrow confidentiality covenants, while treating severance as a limited fallback rather than a reliable cure for overbroad non-competes [^mutsa-short-title][^mutsa-injunction][^montana-partial-void]. MUTSA defines trade secrets as information or software that has independent economic value from not being generally known or readily ascertainable and is subject to reasonable secrecy efforts [^mutsa-trade-secret-definition]. It also authorizes injunctions for actual or threatened misappropriation, with limited royalty and affirmative-act remedies in appropriate cases [^mutsa-injunction]. Section 28-2-604 gives Montana courts a partial-void rule when a contract has distinct lawful and unlawful objects. But restrictive covenants are strictly construed, and cases like *Curl* void overbroad restraints rather than rewriting them into better covenants. Treat severability as a cleanup rule for distinct promises, not a drafting strategy for an aggressive non-compete. For a clause-by-clause pass over a specific agreement against these drafting rules, the [Montana non-compete review checklist](/checklists/non-compete/us/montana) walks the full covenant suite item by item with each requirement's force level. > [!CAUTION] > **Drafting note.** > > Do not assume Montana will rewrite an overbroad covenant into a narrower one. Draft separate confidentiality, trade-secret, customer, repayment, and competition provisions so lawful objects can stand on their own if a restraint fails [^montana-partial-void][^curl-void-covenant]. [^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 Montana. This article synthesizes Montana primary law and is not legal advice from a Montana-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship. [^montana-restraint-baseline]: **Mont. Code Ann. § 28-2-703** — "28-2-703. Contracts in restraint of trade generally void. Any contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, otherwise than is provided for by 28-2-704 or 28-2-705, is to that extent void." *Mont. Code Ann. § 28-2-703.* [^dobbins-partial-restraint]: **Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson** — "We hold that the written contract provisions do not constitute a restraint prohibited by Section 28-2-703, MCA." *Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson, 218 Mont. 392, 708 P.2d 577 (1985).* [^dobbins-three-part-test]: **Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson** — "‘(1) the covenant should be limited in operation either as to time or place; (2) the covenant should be based on some good consideration; and (3) the covenant should afford a reasonable protection for and not impose an unreasonable burden upon the employer, the employee or the public.’" *Dobbins, DeGuire & Tucker, P.C. v. Rutherford, MacDonald & Olson, 218 Mont. 392, 708 P.2d 577 (1985).* [^alborn-dobbins-partial]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C.** — "Because the Covenant is not an absolute prohibition, it cannot be declared invalid as a matter of law." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C., 2016 MT 218, 384 Mont. 464, 380 P.3d 747.* [^access-continued-employment]: **Access Organics, Inc. v. Hernandez** — "In such circumstances, the simple fact of the employee’s continued employment may not serve as sufficient consideration." *Access Organics, Inc. v. Hernandez, 2008 MT 4, 341 Mont. 73, 175 P.3d 899.* [^access-independent-consideration]: **Access Organics, Inc. v. Hernandez** — "Non-compete agreements entered into by existing employees may be supported by independent consideration." *Access Organics, Inc. v. Hernandez, 2008 MT 4, 341 Mont. 73, 175 P.3d 899.* [^wrigg-employer-termination]: **Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C.** — "This disfavor only heightens when an employer chooses to end the employment relationship and yet seeks to enforce the covenant not to compete." *Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 290, 362 Mont. 496, 265 P.3d 646.* [^wrigg-misconduct-exception]: **Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C.** — "A court should analyze whether the former employee used trade secrets, customer relationships, or proprietary information that would provide an employee with an unfair advantage." *Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 290, 362 Mont. 496, 265 P.3d 646.* [^wrigg-trade-secret-analysis]: **Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C.** — "JCCS never alleges that Wrigg acquired any JCCS trade secrets or intimate knowledge regarding any special accounting needs of JCCS’s clients." *Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 290, 362 Mont. 496, 265 P.3d 646.* [^alborn-partial-customer-fee]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C.** — "Rather, the Covenant requires Former Shareholders to pay liquidated damages if they provide services to a Junkermier client within one year of their departure from the firm." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C., 2016 MT 218, 384 Mont. 464, 380 P.3d 747.* [^jccs-client-payment]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn** — "After conducting a bench trial, the District Court determined JCCS had proven the Covenant was reasonable based on the Dobbins factors." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, 2020 MT 179.* [^jccs-legitimate-client-base]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn** — "We conclude the District Court did not err by finding JCCS had a legitimate business interest in the Covenant of protecting its client base." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, 2020 MT 179.* [^jccs-damages-amount]: **Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn** — "Appellants owed JCCS $2,353,463.27." *Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, 2020 MT 179.* [^q5-montana-restraint-baseline]: **Mont. Code Ann. § 28-2-703** — "28-2-703. Contracts in restraint of trade generally void. Any contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, otherwise than is provided for by 28-2-704 or 28-2-705, is to that extent void." *Mont. Code Ann. § 28-2-703.* [^curl-unreasonable-restraint]: **Montana Mountain Products v. Curl** — "Because the covenant prohibits Curl from engaging in her profession, we conclude that it is unreasonable and therefore an unlawful restraint on trade." *Mont. Mountain Prods. v. Curl, 2005 MT 102, 327 Mont. 7, 112 P.3d 979.* [^mungas-absolute-prohibition]: **Mungas v. Great Falls Clinic, LLP** — "The Dobbins Court concluded that in those instances where a contract contains a restraint on a person’s ability to practice their profession, but such restraint is not an absolute prohibition, a factual determination must be made as to whether the covenant not to compete is reasonable." *Mungas v. Great Falls Clinic, LLP, 2009 MT 426, 354 Mont. 50, 221 P.3d 1230.* [^mungas-no-goodwill-sale]: **Mungas v. Great Falls Clinic, LLP** — "Section 28-2-704(1), MCA, the sale of goodwill exception to the prohibition on contracts in restraint of trade, does not apply to the partnership agreements at issue in this case." *Mungas v. Great Falls Clinic, LLP, 2009 MT 426, 354 Mont. 50, 221 P.3d 1230.* [^montana-goodwill-sale]: **Mont. Code Ann. § 28-2-704** — "28-2-704. Exception -- sale of goodwill of business. (1) A person who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business within the areas provided in subsection (2) so long as the buyer or any person deriving title to the goodwill from the buyer carries on a like business in the described areas." *Mont. Code Ann. § 28-2-704.* [^montana-partnership-dissolution]: **Mont. Code Ann. § 28-2-705** — "28-2-705. Exception -- dissolution of partnership. Partners may, upon dissolution of the partnership, agree that one or more of them may not carry on a similar business within the areas provided in 28-2-704(2)." *Mont. Code Ann. § 28-2-705.* [^montana-goodwill-areas]: **Mont. Code Ann. § 28-2-704** — "(2) The agreement authorized in subsection (1) may apply in: (a) the city where the principal office of the business is located; (b) the county where the principal office of the business is located; (c) a city in any county adjacent to the county in which the principal office of the business is located; (d) any county adjacent to the county in which the principal office of the business is located; or (e) any combination of the areas in subsections (2)(a) through (2)(d)." *Mont. Code Ann. § 28-2-704(2)(e).* [^montana-healthcare-practice-ban]: **Mont. Code Ann. § 28-2-724** — "(1) A contract that creates or establishes the terms of employment, a partnership, or any other form of professional relationship with a health care provider described in subsection (2) may not restrict the right of the health care provider, after the termination of the employment, partnership, or other form of professional relationship, to: (a) practice or provide services for which the provider is licensed, in any geographic area and for any period; (b) treat, advise, consult with, or establish a provider-patient relationship with any current patient of the employer or with a patient affiliated with a partnership or other form of professional relationship; or (c) solicit or seek to establish a provider-patient relationship with any current patient of the employer or with a patient affiliated with a partnership or other form of professional relationship." *Mont. Code Ann. § 28-2-724(1).* [^montana-healthcare-covered-providers]: **Mont. Code Ann. § 28-2-724** — "(2) The requirements of subsection (1) apply to contracts or agreements involving the following health care providers: (a) a physician licensed under Title 37, chapter 3; (b) a psychologist licensed under Title 37, chapter 17; (c) a naturopathic physician licensed under Title 37, chapter 26; (d) a social worker licensed under Title 37, chapter 39; (e) a professional counselor licensed under Title 37, chapter 39; (f) an addiction counselor licensed under Title 37, chapter 39; (g) a marriage and family therapist licensed under Title 37, chapter 39; (h) a behavioral health peer support specialist licensed under Title 37, chapter 39; (i) a registered professional nurse or an advanced practice registered nurse licensed under Title 37, chapter 8; or (j) a physician assistant licensed under Title 37, chapter 20." *Mont. Code Ann. § 28-2-724(2).* [^montana-healthcare-exceptions]: **Mont. Code Ann. § 28-2-724** — "(3) This section does not apply to a contract in connection with the sale and purchase of a practice or to a provision for repayment of all or a portion of money paid or advanced to a physician licensed under Title 37, chapter 3, that is subject to a payback provision that decreases over time, including but not limited to a bona fide loan, relocation cost, signing bonus, education expense, and tuition repayment expense." *Mont. Code Ann. § 28-2-724(3).* [^hb198-effective]: **House Bill 198 (Ch. 131, L. 2025)** — "Applicability. [This act] applies to contracts made or renewed on or after [the effective date of this act]." *2025 Mont. Laws ch. 131 (HB 198), §§ 2-3.* [^hb620-effective]: **House Bill 620 (Ch. 698, L. 2025)** — "Applicability. [This act] applies to contracts made or renewed on or after January 1, 2026." *2025 Mont. Laws ch. 698 (HB 620), §§ 2-3.* [^mutsa-short-title]: **Mont. Code Ann. § 30-14-401** — "30-14-401. Short title. This part may be cited as the ‘Uniform Trade Secrets Act’." *Mont. Code Ann. § 30-14-401.* [^mutsa-injunction]: **Mont. Code Ann. § 30-14-403** — "30-14-403. Injunctive relief -- royalty. (1) Actual or threatened misappropriation may be enjoined." *Mont. Code Ann. § 30-14-403(1).* [^montana-partial-void]: **Mont. Code Ann. § 28-2-604** — "28-2-604. When contract partially void. Where a contract has several distinct objects of which one at least is lawful and one at least is unlawful, in whole or in part, the contract is void as to the latter and valid as to the rest." *Mont. Code Ann. § 28-2-604.* [^mutsa-trade-secret-definition]: **Mont. Code Ann. § 30-14-402** — "(4) ‘Trade secret’ means information or computer software, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Mont. Code Ann. § 30-14-402(4).* [^curl-void-covenant]: **Montana Mountain Products v. Curl** — "However, because we conclude that the covenant is unreasonable, we nonetheless affirm the judgment of the District Court." *Mont. Mountain Prods. v. Curl, 2005 MT 102, 327 Mont. 7, 112 P.3d 979.*