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Washington ESHB 1155
Noncompete Law Countdown
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Days Until
Noncompete Void Date
June 30, 2027
All noncompetition covenants in Washington become void and unenforceable.
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Days Until
Employee/Contractor Notice Deadline
October 1, 2027
Deadline to notify current and former employees and contractors their noncompete is void.
Updated daily · Based on ESHB 1155 (Washington State)
If your business operates in Washington and uses noncompete agreements, a new law is about to change how you protect your business interests — and it comes with a deadline you can't afford to miss.
ESHB 1155, effective June 30, 2027, doesn't just tighten the rules around noncompetes the way past Washington legislation has. It eliminates them almost entirely. Every noncompetition covenant in the state — no matter when it was signed — becomes void and unenforceable. And employers face a hard deadline, October 1, 2027, to notify every current and former employee and independent contractor still technically bound by one of these agreements that it no longer has any legal force. What the Law Actually Changes on June 30, 2027
The Deadline Every Washington Employer Needs on Their Calendar This is the part of the law that creates immediate work: by October 1, 2027, employers must make reasonable efforts to provide written notice to every current and former employee, and every independent contractor, still subject to a noncompete, informing them it's void and unenforceable. A few things make this more than a formality:
Why It Matters Both the Attorney General and individual workers can enforce these provisions. Anyone harmed by a violation — including a failure to notify — can sue for damages and attorneys' fees. Because the notice requirement is concrete and checkable, it's also one of the easiest things for a plaintiff's attorney or the AG's office to point to if an employer hasn't complied, even if that employer never actually tried to enforce an old agreement. How Employers Can Prepare With roughly a year of lead time, employers have room to do this right rather than scramble. Some steps worth starting now:
The Bottom Line ESHB 1155 doesn't leave room for a wait-and-see approach. Every noncompete in Washington, old or new, is void once the law takes effect, and the burden falls on employers to proactively notify those affected — including former employees and contractors. Starting the audit and notice process well ahead of the October 1, 2027 deadline is the clearest way to avoid the damages, fees, and scrutiny that come with getting it wrong. This post is intended as general information about ESHB 1155 and does not constitute legal advice. Washington employers should consult an employment attorney to review their specific agreements and notification obligations. Contact Mark D. Walters The protection of offensive speech central feature of the First Amendment. The Supreme Court (SCOTUS) has repeatedly affirmed that the First Amendment’s core purpose is to protect speech that challenges, offends, or unsettles. In Texas v. Johnson, 491 U.S. 397 (1989), SCOTUS declared that the government may not prohibit the expression of an idea (flag burning) simply because society finds it offensive or disagreeable. This principle was reaffirmed in Snyder v. Phelps, 562 U.S. 443 (2011), where SCOTUS held that speech on matters of public concern (Westboro Baptist Churchpicketing at a soldier's funeral), even if deeply upsetting or contemptuous, is entitled to special protection. Similarly, in Cohen v. California, 403 U.S. 15 (1971)the Court overturned a conviction for wearing a jacket bearing an expletive ("Fuck the Draft"), emphasizing that the state cannot sanitize public debate to suit the most sensitive listeners.
The rationale underlying these decisions is that the First Amendment is designed to foster a “marketplace of ideas,” where even the most unpopular or offensive viewpoints can be aired and debated. The Court has recognized that speech often serves its highest purpose when it provokes, challenges, or disturbs prevailing norms. Terminiello v. City of Chicago, 337 U.S. 1 (1949); Young v. American Mini Theatres, Inc., 427 U.S. 50 (1976) (adult movie theaters). The protection of offensive speech is thus not a byproduct but a central feature of the First Amendment. On March 13, 2024, Governor Inslee, signed a bill modifying Washington's statute governing Noncompeition covenants and nonsolicitation agreements. What follows is a copy of the modified legislation. Download a copy here. I will have more to say on this statutory update in the comping days.     One defense to the enforcement of a contract, or parts of a contract, is that the contract is unconscionable.
Rosskamm v. Amazon.com, C22-1553JLR (W.D. Wash. Jan 24, 2024). In Tadych v. Noble Ridge Construction, Inc., 529 P.3d 199 (2022), the Washington State Supreme Court reviewed a contract dispute that arose out of a contract that reduced the statutory 6-year statute of limitations to 1-year. Here is how our State's High Court analyzed these facts under a contractual unconsionability lens: ¶18 Here, the Tadychs are laypersons, and Noble Ridge drafted the contract, including the one-year limitation provision. No indication exists that this one-sentence provision was bargained for, negotiated, or any separate consideration paid. The limitation provision was included within one of three paragraphs on warranties, 10 pages into a 14-page contract. The waiver is in no sense prominent and has little, if anything, to do with a warranty. It operates as the opposite of what would be considered a warranty. Tadych v. Noble Ridge Construction, Inc., 529 P.3d 199 (2022).
The five elements of a private Consumer Protection Act action include:
(1) an unfair or deceptive act or practice; (2) in the conduct of trade or commerce; (3) which impacts the public interest; (4) injury to the plaintiffs in their business or property; and (5) a causal link between the unfair or deceptive act and the injury suffered. In a consumer transaction the following inquiries are relevant to establish public interest: (1) Were the alleged acts committed in the course of defendant's business? (2) Are the acts part of a pattern or generalized course of conduct? (3) Were repeated acts committed prior to the act involving plaintiff? (4) Is there a real and substantial potential for repetition of defendant's conduct after the act involving plaintiff? (5) If the act complained of involved a single transaction, were many consumers affected or likely to be affected by it? No one of these five factors is dispositive, nor is it necessary that all be present. There is a six year statute of limitations on claims to recover a debt under a written contract such as a promissory note. Failure to file suit to collect the debt by this deadline results in the claim being time barred. However, in some cases, this can be extended if the debtor acknowledges in writing the debt is owed before the six year statute of limitations has expired. The following quote from a 2001 case explains how this works: The Wengers next contend that their letters requesting an itemized bill are too vague and therefore not effective in tolling the statute of limitations. When a writing is made before the limitations period has expired, any acknowledgment of the obligation necessarily implies an agreement to pay, unless something in the acknowledgment requires a contrary conclusion. An effective acknowledgement must either expressly promise to pay or acknowledge that the obligation exists. Either is sufficient, but it need not contain both. If the writing contains the latter, it must express a clear admission of the debt. Moreover, it must be communicated to the creditor and not indicate an intention not to pay. Fetty v. Wegner, 110 Wash. App. 598, 36 P.3d 598 (2001) (footnotes omitted; quotation marks added).
Beginning on January 1, 2024, many companies in the United States will have to report information about their beneficial owners, i.e., the individuals who ultimately own or control the company. They will have to report the information to the Financial Crimes Enforcement Network (FinCEN). FinCEN is a bureau of the U.S. Department of the Treasury.
Who Has to Report? Companies required to report are called reporting companies. Reporting companies may have to obtain information from their beneficial owners and report that information to FinCEN. Your company may be a reporting company and need to report information about its beneficial owners if your company is:
Who Does Not Have to Report? Twenty-three types of entities are exempt from the beneficial ownership information reporting requirements. These entities include publicly traded companies, nonprofits, and certain large operating companies. FinCEN’s Small Entity Compliance Guide includes checklists for each of the 23 exemptions that may help determine whether your company qualifies for an exemption. Please review Chapter 2.1 of the Guide for more information. How to Report? Reporting companies will have to report beneficial ownership information electronically through FinCEN’s website: www.fincen.gov/boi The system will provide the filer with a confirmation of receipt once a completed report is filed with FinCEN. When to Report? Reports will be accepted starting on January 1, 2024.
Source: www.fincen.gov |
