A Florida Franchisor Got an Injunction Against Someone Who Never Signed the Noncompete. Here Is How.

Mar 11

Correction, September 11, 2026. An earlier version of this post stated that we could not verify an August 2026 order in this case, that no motion to transfer venue appeared on the docket, and that the agreement contained a choice-of-law clause rather than a forum-selection clause. Each of those statements was wrong. The court entered an omnibus order on August 20, 2026 (Doc. 227) denying the defendants' motion to dismiss for lack of personal jurisdiction and to transfer venue to Ohio; the agreement contains both a Florida choice-of-law clause and a forum-selection clause; and the court applied a conspiracy theory of specific jurisdiction to the non-signatories. The discussion below has been corrected and expanded, and the error is described in the section on the August order. We regret it.

The short answer

Florida law says a court may not enforce a restrictive covenant against a person who did not sign it. An Orlando federal judge nonetheless enjoined a former franchisee's chief operating officer and the competing company he formed. The covenant was not applied to them as covenantors. The court relied on Florida authority permitting injunctions against those who aid and abet a covenantor's breach or serve as a straw man for it, and it added Federal Rule of Civil Procedure 65(d)(2), which binds a party's officers and agents and anyone acting in active concert with them, as a further ground. The distinction matters, and it shapes how far the order actually reaches.

What happened

The Filta Group, Inc. v. LXU, Ltd., No. 6:25-cv-914-PGB-NWH (M.D. Fla.), is a suit by an Orlando-based fryer-filtration franchisor against a former franchisee operating territories in Ohio, Indiana and Kentucky, the franchisee's principal, a new company called Kitchen Kare Innovations, and Shane Farrer, a technician who had risen to become the franchisee's chief operating officer. Farrer did not sign the franchise agreement.

Judge Paul G. Byron granted a preliminary injunction on December 23, 2025, after a two-day evidentiary hearing. The facts that follow are the court's findings on that motion, not allegations.

The findings are the kind that decide cases. The franchisee's principal loaned Farrer $17,500 to secure a distributorship with a cleaning-chemical supplier, knowing the franchisor was building its own relationship with that supplier, and Farrer formed the competing company on October 1, 2024. The franchisee then sent a cessation-of-services letter to roughly 450 franchise customers. The new company retained about 150 of those accounts and grew from five to forty-one employees using transferred equipment and personnel. Employees visited the franchisor's customers wearing uniforms bearing the franchisor's marks.

And this detail, which is worth the whole post: seven minutes before the franchisee sent its cessation-of-services letter to customers, counsel for the franchisee was giving the franchisee's employees, its principal and Farrer instructions on how to back up the franchisor's email and files.

Our take: the covenant and the injunction are two different questions

Start with what Florida law forbids. Section 542.335(1)(a) provides that "a court shall not enforce a restrictive covenant unless it is set forth in a writing signed by the person against whom enforcement is sought." Section 542.335(1)(f) addresses who may enforce a covenant, and it sets different conditions for different enforcers: a third-party beneficiary must be expressly identified in the covenant as a beneficiary and the covenant must expressly state that it was intended for that person's benefit, while an assignee or successor may enforce only where the covenant expressly authorizes enforcement by an assignee or successor. Neither subsection speaks to who may be bound.

So on the face of the statute, a non-signatory cannot be held to a franchise noncompete as a covenantor. The court did not disturb that. It also did not expressly analyze subsection (1)(a), and this post should not be read as a holding reconciling that subsection with Rule 65.

The court reached the non-signatories a different way, and it gave more than one reason. Its first ground was substantive. Quoting North American Products Corp. v. Moore, 196 F. Supp. 2d 1217, 1229-30 (M.D. Fla. 2002), the court noted that Florida courts have enforced noncompetes against the signatory and against the entities through which business was conducted even where the individual was the only signatory, and that parties "cannot avoid the reach of the non-solicitation agreement by using a straw man." It then drew on Dad's Properties, Inc. v. Lucas, 545 So. 2d 926, 928-29 (Fla. 2d DCA 1989), for the propositions that individuals and entities may be enjoined from aiding and abetting a covenantor's violation and that an injunction binds not only the signatory but those identified with the signatory in interest, in privity, represented by, or subject to the control of the signatory. The court collected district court decisions enjoining spouses and new entities set up by terminated franchisees on the same reasoning.

A note on the weight of those authorities. North American Products is a federal district court decision and therefore persuasive rather than binding. Dad's Properties is Florida appellate authority, but it predates the 1996 enactment of section 542.335.

Rule 65(d)(2) came next, as an additional basis. The rule provides that an injunction binds, on actual notice, "the parties," "the parties' officers, agents, servants, employees, and attorneys," and "other persons who are in active concert or participation with" them. Farrer was the franchisee's chief operating officer, which placed him within the officer-and-agent clause, and the court found the new company was in active concert. The court introduced this analysis with "Moreover" and concluded that "for this reason, as well," the injunction against the franchisees binds Farrer and the new company. It was a further ground, not the sole mechanism.

What Rule 65 does and does not do. It identifies who is bound by an injunction that has already issued, provided they have actual notice. It does not make a non-signatory a party to the contract, and it does not convert him into a covenantor. That distinction is the point of this post.

The scope of the order, which is where the practical answer lives

The decretal paragraphs are worth reading closely, because the shorthand that "the non-signatories got a narrower order" is only partly right.

Paragraph 2 enjoins all defendants, and all persons acting on their behalf, in concert with them, or under their control, from using the franchisor's marks, holding themselves out as a franchisee, or suggesting any affiliation.

Paragraph 3 applies to the franchisee and its principal, and to all persons acting on their behalf, in concert with them, or under their control. For two years from the date of the order, it bars owning, operating, working for, financing or holding an interest in a competing business within the former territories or within twenty-five miles of their perimeter, and it bars contacting customers the franchisee served in the year before May 16, 2025 for solicitation purposes.

Paragraph 4 applies to the new company and Farrer, and to persons acting in concert with them. For two years from the date of the order, it bars providing similar services to, or soliciting, the customers the franchisee served in that same one-year lookback. It is customer-specific rather than geographic.

Paragraph 5 requires all defendants, and again persons acting in concert with them, to return mobile filtration units, confidential information, manuals and filters within fixed deadlines.

So the customer-specific restriction in paragraph 4 is narrower than the geographic restriction in paragraph 3. But paragraph 4 does not exhaust the non-signatories' exposure. They are also covered by paragraphs 2 and 5 directly, and paragraph 3 reaches persons acting in concert with the franchisee. Our reading is that a court crafting relief against a non-signatory will often draw it more tightly to the conduct that justified reaching that person, because the source of the obligation is the injunction rather than the contract. That is our inference from how this order is structured. It is not a rule this decision announces, and it is not a guarantee in the next case.

Where the case stands now, and the correction

On August 20, 2026, the court issued an omnibus order, Doc. 227, that resolved the defendants' motion to dismiss for lack of personal jurisdiction and, in the alternative, to transfer venue to Ohio, along with the franchisor's summary judgment motion. The motion to dismiss was denied. The motion to transfer was denied. Summary judgment was denied without prejudice in favor of trial. The court stated that the defendants remain actively subject to the preliminary injunction.

On jurisdiction, the court held that the non-signatories are subject to specific personal jurisdiction in Florida under sections 48.193(1)(a)(2) and 48.193(1)(a)(7), applying the rule that where any member of a conspiracy commits tortious acts in Florida in furtherance of the conspiracy, all conspirators are subject to personal jurisdiction here. It rejected general jurisdiction over Farrer. On venue, the court treated the agreement's forum-selection clause as a significant factor and found it likely controlling as to the signatories, while noting the non-signatories were not bound by it. In a footnote, the court expressly declined to decide whether a non-signatory can be bound to a forum-selection clause, resolving the motion on long-arm and due process grounds instead. The agreement contains both a Florida choice-of-law clause and a forum-selection clause designating the courts where the franchisor's principal office sits.

An earlier version of this post said that we could not verify any of this, that no motion to transfer venue appeared on the docket, and that the agreement had a choice-of-law clause rather than a forum-selection clause. That was wrong on each count, and the error was ours. The two orders are distinct and should not be conflated: the December 2025 order is the preliminary injunction, and the August 2026 order is the jurisdiction, venue and summary judgment ruling.

What it means practically

For franchisors. The people who can do the most damage on exit are frequently not signatories. They are managers, technicians and officers who hold the customer relationships. Both the aiding-and-abetting line of authority and Rule 65(d)(2) can reach them, which means the evidence to develop early is the agency relationship and the coordination, not just the covenant.

For franchisees and their employees. An employee who has signed nothing is not therefore free. Helping a former franchisee compete can land you inside an injunction. Forming a new entity does not solve it, because the straw man principle exists for exactly that move.

For everyone, the timeline is the case. A seven-minute gap between a customer letter and a data-backup instruction is the kind of sequence a court can read without guessing. That is a point about coordination, not about spoliation, and no preservation finding was made here. The practical lesson is the ordinary one: once a dispute is foreseeable, preserve documents and communications, because the sequence of what was sent and when will be reconstructed by someone.

When to call a lawyer

For a franchisee planning an exit, before any new entity is formed or any customer is contacted. For a franchisor, the moment customer defection is detected, because a two-day evidentiary hearing runs on documents that have to exist.

Why this is not a do-it-yourself problem

The intuition that you are safe because you never signed anything is wrong, and it is wrong in a way that is invisible from the contract. Nothing in the franchise agreement tells a chief operating officer that he can be enjoined for helping the signatory breach it, or that a procedural rule governs who an injunction reaches once it issues. The exposure comes from the combination of agency status, coordinated conduct, and the equitable authority to stop evasion of a covenant by people who never signed one. None of that appears in the document anyone read. By the time it becomes clear, the conduct is complete and the evidence of it is in somebody's email.

Talk to us

HDD Law Firm litigates franchise, trade secret and restrictive covenant disputes in the Florida state courts, the Southern, Middle and Northern Districts of Florida, and the Eleventh Circuit. If you are planning an exit from a franchise system or responding to one, contact us to discuss your matter.

Sources

Disclaimer

This post discusses publicly reported legal developments for general informational purposes. It is not legal advice, it does not create an attorney client relationship, and it does not reflect the firm’s position in any pending matter. Outcomes depend on the specific facts and the governing law of the relevant jurisdiction.

Patrick Dempsey