Short answer: no. If signing a restrictive covenant was a condition of your employment, Wis. Stat. § 103.465 governs it — even if the document is titled a "sale of business" agreement. A Wisconsin circuit court applied exactly that rule in 2025, and voided three clauses of such an agreement outright.
Employers who want a non-compete to survive Wisconsin's strict scrutiny sometimes try this workaround: instead of calling it an employment non-compete, they label it a non-competition agreement tied to the sale of a business. The theory is that § 103.465 — the statute that voids unreasonable employee restraints outright — governs employment covenants, while sale-of-business covenants get judged under a friendlier common-law standard.
Why doesn't the label control?
Section 103.465 applies to a covenant not to compete that is part of an employment relationship. Courts look at what the agreement actually did, not what the parties titled it.
If signing the restrictive covenant was an express condition of getting or keeping the job, the statute applies — even if the document announces itself as a sale-of-business agreement. That distinction matters enormously, because the two standards produce different outcomes on the same facts. Under § 103.465, a restraint that is broader than reasonably necessary to protect the employer is void in its entirety, and a Wisconsin court will not narrow it to save it.
A 2024–2025 Wisconsin case between a technology services company and a former employee, filed in Outagamie County Circuit Court
An employee signed what the company titled a "Non-Competition Agreement for Sale of Business." After leaving, he sued preemptively for a declaration that the restraints were unenforceable, and moved for judgment on the pleadings. The court held that § 103.465 governed the agreement because signing it had been an express condition of his employment — the sale-of-business label did not change the analysis. Applying the statute, the court found three provisions invalid per se as a matter of law: the non-compete clause itself, a clause restricting dealings with the company's suppliers, and a clause purporting to protect company goodwill. Three other provisions — the customer non-solicitation clause, the employee non-solicitation clause, and the confidentiality clause — were not facially unreasonable, so the case proceeded to discovery on whether those restraints were enforceable in practice.
Can part of a non-compete be void and part enforceable?
Non-compete rulings are rarely all-or-nothing across an entire agreement. Wisconsin's per se rule operates clause by clause. A single overbroad restraint is void and unsalvageable — but the surviving clauses in the same document can still bind the former employee.
That produced a meaningful result here. The employee walked away from the broadest restraints — the ones that would have barred him from working for a competitor at all — while the narrower obligations not to poach customers or coworkers, and not to use confidential information, remained live claims requiring a full factual record.
Which clauses usually fail on their face?
A restraint is more likely to be struck down without any discovery when it is not tethered to a legitimate protectable interest:
- Supplier restrictions — barring a former employee from dealing with the company's vendors rarely protects a recognized competitive interest, especially where the employee brought no supplier relationships in and the vendors serve the whole market.
- Goodwill clauses — a clause that restrains competition in the abstract, to protect "goodwill" generally, usually lacks the specificity Wisconsin requires.
- Flat non-competes with broad scope — a bar on working in the industry, without meaningful limits on geography, duration, or the specific duties performed, is the classic § 103.465 casualty.
By contrast, a customer non-solicit limited to accounts the employee actually serviced, an employee non-solicit, and a confidentiality clause covering genuinely confidential information are the provisions most likely to survive a facial challenge and get decided on the facts.
Can an employee sue first instead of waiting?
The employee in this case did not sit and wait for a cease-and-desist letter or an injunction motion. He filed first, seeking a declaratory judgment that the restraints were void, and moved for judgment on the pleadings — a motion decided on the agreement's text alone, without the expense of full discovery.
That approach has real advantages when the agreement is facially overbroad. It resolves the uncertainty that keeps a new employer nervous, it puts the former employer on the defensive, and where the restraint is void on its face, it can be won on paper.
Key takeaways
- Read what the agreement actually did, not what it is called. A sale-of-business heading on a document you had to sign to keep your job will not move it outside § 103.465.
- Analyze clause by clause. "Is my non-compete enforceable?" is usually the wrong question. Different provisions in the same agreement routinely get different answers.
- Overbreadth is fatal, not correctable. Wisconsin will not rewrite an unreasonable restraint into a reasonable one — which means an aggressive employer drafting risks losing the protection entirely.
- Consider going first. A declaratory judgment action can resolve a facially defective non-compete faster and more cheaply than defending an injunction motion later.
An overbroad noncompete is void in Wisconsin — not narrowed. Find out where yours stands.
Talk to a Wisconsin Noncompete Attorney →