Dental

What Does Your Non-Compete Restrict After a Dental Practice Sale?

October 26, 2026

Reviewed by Erik Newton, Esq., on October 26, 2026.

Key takeaways

A non-compete you sign when you sell your practice restricts the activities it describes, for the time and in the area it sets, and Florida law generally enforces it as written if it is reasonable.
For the seller of a business or a professional practice, a restriction of three years or less is presumed reasonable, and one longer than seven years is presumed unreasonable.
If there is something you plan to keep doing, a written carve-out removes the doubt. Name the activity, and if it matters, the place and the time.
A letter of intent often sets the covenant’s length and radius in a sentence or two, and once those numbers are agreed, they are hard to reopen.

It depends on the words of your covenant. A non-compete you sign when you sell your practice restricts the activities it describes, for the time and in the area it sets, and Florida law generally enforces it as written if it is reasonable. Teaching, volunteering, consulting or picking up shifts somewhere else may or may not be covered. The answer is in the activity definition and the carve-outs, so read both before you sign the letter of intent.

This article is about Florida law. If your purchase agreement says another state’s law governs, the answers can differ.

Why the buyer asks for a covenant

When a buyer pays for your practice, much of the price is for goodwill: your patients’ habit of coming back to that office. If you opened a new office down the street the next month, much of that value could follow you. The covenant protects what the buyer paid for.

Florida’s statute on restrictive covenants, Fla. Stat. § 542.335, recognizes this. A covenant has to be in a writing signed by the person restricted, and the buyer has to show a legitimate business interest that the restriction is reasonably necessary to protect. The goodwill of a practice that was sold qualifies, and so do substantial relationships with specific existing or prospective patients (§ 542.335(1)(a) to (c); White v. Mederi Caretenders Visiting Services of Southeast Florida, LLC, 226 So. 3d 774, 784 (Fla. 2017); USI Insurance Services of Florida, Inc. v. Pettineo, 987 So. 2d 763, 766 (Fla. 4th DCA 2008)). A promise not to solicit patients or staff falls under the same statute and the same test (§ 542.335(1); Ansaarie v. First Coast Cardiovascular Institute, P.A., 252 So. 3d 287, 291 to 92 (Fla. 1st DCA 2018)).

Buyers and their lenders treat the covenant as part of what they are paying for, so expect one. The real questions are how far it reaches and for how long.

The dials: time, area and activity

Every covenant has three dials, and each one is worth reading closely.

Time. The statute sets presumptions. For the seller of a business or a professional practice, a restriction of three years or less is presumed reasonable, and one longer than seven years is presumed unreasonable (§ 542.335(1)(d)3.). An employee’s covenant is judged on a much shorter scale: six months or less is presumed reasonable, and more than two years unreasonable (§ 542.335(1)(d)1.). A period in between carries no presumption, and every presumption can be rebutted.

Area. Whether a radius or a county line is reasonable is judged against where your practice actually drew its patients (§ 542.335(1), (1)(b)4). Check where the radius is measured from: your current office, any office you own, or every office the buyer runs. Those can be very different maps.

Activity. This is the dial sellers read least and should read most, and it’s where I start when I read a covenant. Is the covenant against “practicing dentistry,” “competing,” “owning or managing” a practice, “soliciting” patients, or “performing services” for patients of the practice? Each of those words reaches something different. In my experience, the line of business is what you sold, even if the buyer later adds services. Where the covenant’s words describe less than you sold, the words control (Coastal Loading, Inc. v. Tile Roof Loading, Inc., 908 So. 2d 609, 612 (Fla. 2d DCA 2005)).

If there is something you plan to keep doing, a written carve-out removes the doubt. Schedule a confidential consultation.

Teaching, volunteering, consulting and locum shifts

Almost every seller asks some version of this: after I sell, can I still teach, volunteer, consult, or fill in at another office?

Florida courts read the covenant’s own activity words in their ordinary sense, and they won’t stretch one word into another. A covenant against soliciting patients doesn’t by itself stop you from practicing (Coastal Loading, 908 So. 2d at 612 to 613). Teaching has been treated as separate from a barred consulting business, under that covenant’s words (Avalon Legal Information Services, Inc. v. Keating, 110 So. 3d 75, 81 to 83 (Fla. 5th DCA 2013)). Courts read real ambiguity in favor of reasonable protection for the buyer, not against the buyer who drafted the covenant (§ 542.335(1)(h)).

I haven’t found a Florida case that squarely addresses volunteer clinical work or part-time work as a substitute dentist. Those turn on how the covenant is written, and on whether the work draws on the goodwill you sold. A free clinic across the state is a different question from Saturday shifts two miles from your old office.

So an activity the covenant’s words don’t cover isn’t restricted. But “probably not covered” is not a comfortable place to be when the buyer disagrees. If there is something you plan to keep doing, a written carve-out removes the doubt. Name the activity, and if it matters, the place and the time.

What can make it last longer

Two things can stretch a covenant past the date you expect.

Tolling. Many covenants say that if you breach, the restricted period is extended by the time you were in breach. A federal appeals court applying Florida law has enforced that kind of clause (Proudfoot Consulting Co. v. Gordon, 576 F.3d 1223, 1229, 1232 (11th Cir. 2009)). Without one, a court may extend the period by the time you kept competing (Capelouto v. Orkin Exterminating Co., 183 So. 2d 532, 534 to 35 (Fla. 1966)), but if the buyer never asked for an injunction and the period ran out before trial, the buyer may be left to damages (Vela v. Kendall, 905 So. 2d 1033, 1035 (Fla. 5th DCA 2005)).

A job after closing. Many sellers stay on after the sale as an employee or an independent contractor, and that agreement often has its own covenant. Courts applying Florida law have looked at what the covenant is tied to, not the title of the document (Pettineo, 987 So. 2d at 766). A federal court applying Florida law has judged a covenant given as part of the sale as a seller’s, even though it sat in an employment agreement (Head Kandy LLC v. McNeill, No. 23-cv-60345-RAR, ECF No. 152, at 5 to 7 (S.D. Fla. Nov. 7, 2023)). In my experience, the two covenants are read separately, so the job can keep you restricted longer than the sale covenant alone would. A covenant in a post-closing job can also be measured from when the job ends, not from the sale (Head Kandy, ECF No. 152, at 5 to 7). Read both documents together, and know which clock each one runs on.

How Florida courts enforce a covenant

If a dispute does come up, Florida’s statute leans toward enforcement.

A court that finds a covenant too broad must narrow it and enforce it as narrowed, rather than throw it out (§ 542.335(1)(c); Open Magnetic Imaging, Inc. v. Nieves-Garcia, 826 So. 2d 415, 418 (Fla. 3d DCA 2002)). It may not consider the personal or financial hardship the covenant causes you (DePuy Orthopaedics, Inc. v. Waxman, 95 So. 3d 928, 940 (Fla. 1st DCA 2012)), though it must consider the effect on public health, safety and welfare (§ 542.335(1)(g)). And a breach is presumed to cause irreparable harm, which is why the usual remedy is an injunction, not just money (§ 542.335(1)(j); DePuy, 95 So. 3d at 939 to 940).

That’s the practical reason to settle the scope before you sign. “The court will cut it back” is not a plan. By then you are already in a lawsuit.

A sale covenant is not an employment covenant

You may have read about new non-compete laws. Most of them don’t change a sale covenant.

Florida’s CHOICE Act, enacted in 2025 (Fla. Stat. §§ 542.41 to 542.45), makes certain non-competes with highly paid employees and contractors easier to enforce. It reaches only the employees and contractors it covers (§§ 542.43(3), (6), 542.45(4) to (5)), and it excludes health care practitioners as defined in Fla. Stat. § 456.001(4), which include dentists and dental hygienists. A dentist’s sale covenant stays under § 542.335.

Fla. Stat. § 542.336 limits certain non-competes for physicians (M.D.s and D.O.s) in a county where one entity employs or contracts with every physician of a specialty. It doesn’t apply to dentists. For physicians, its text has no exception for a sale, so a physician’s sale covenant could be void in a qualifying county; I haven’t found a court that has decided it.

The Federal Trade Commission’s nationwide ban on non-competes never took effect. A federal court set it aside before its start date, and it is not in force.

If you are a physician or a veterinarian, the sale-covenant rules above are the same. Physicians also need to check § 542.336. A veterinarian’s post-closing employment covenant can fall under the CHOICE Act, because veterinarians are not § 456.001 practitioners.

Read it before the letter of intent

A letter of intent often sets the covenant’s length and radius in a sentence or two, and once those numbers are agreed, they are hard to reopen. The activity definition and the carve-outs often don’t appear until the purchase agreement, but you can raise them at the LOI stage, when there is still room to negotiate. There’s more on that in The Letter of Intent in Dental Practice Sales.

Questions to ask before you sign

What activities does the covenant restrict, word for word?
Where is the radius measured from, and for how long does it run?
Is there a carve-out for everything I plan to keep doing: teaching, volunteering, consulting, fill-in work?
Does the covenant include a tolling clause?
If I stay on after closing, does my job have its own covenant, and when does its clock start?
Does the non-solicit cover patients only, or staff as well?

If you’re selling and the buyer has sent a covenant, have it reviewed before you sign the letter of intent. Conversations are confidential and focused on your goals. Schedule a confidential consultation.

Frequently asked questions

Can I still teach, volunteer or work fill-in shifts after I sell my dental practice?

Teaching, volunteering, consulting or picking up shifts somewhere else may or may not be covered. The answer is in the activity definition and the carve-outs, so read both before you sign the letter of intent. If there is something you plan to keep doing, a written carve-out removes the doubt. Name the activity, and if it matters, the place and the time.

How long can a Florida non-compete last when I sell my practice?

For the seller of a business or a professional practice, a restriction of three years or less is presumed reasonable, and one longer than seven years is presumed unreasonable. A period in between carries no presumption, and every presumption can be rebutted.

Do the new non-compete laws change a dental practice sale covenant?

Most of them don’t change a sale covenant. Florida’s CHOICE Act excludes health care practitioners as defined in Fla. Stat. § 456.001(4), which include dentists and dental hygienists. A dentist’s sale covenant stays under § 542.335. The Federal Trade Commission’s nationwide ban on non-competes never took effect. A federal court set it aside before its start date, and it is not in force.