Introduction
Noncompete agreements, also known as a type of restrictive covenant, are contract provisions that limit an employee’s ability to work for a competitor or start a competing practice after leaving their employer. In healthcare, these agreements can protect a group medical practice, medical facility or hospital’s investments in patient relationships and goodwill but may also restrict patient access to specialized care, particularly in underserved areas.
Christopher Bariana, D.O. v. Florida Health Sciences Center, Inc., d/b/a Tampa General Hospital, 50 Fla. L. Weekly D1118b, No. 2D2024-1355 (Fla. 2d DCA May 16, 2025), addresses the enforceability of restrictive covenant under Florida’s unique statutory framework addressing physician non-compete agreements, specifically section 542.336, Florida Statutes.[i] This article analyzes the court’s ruling, its interpretation of section 542.336, and its implications for physicians, healthcare employers, and future litigation, situating the case within the broader national debate over noncompetes in medicine.[ii]
National Context: Noncompetes in Healthcare
Nationally, noncompete agreements in healthcare have faced increasing scrutiny due to their potential to limit patient access and increase costs. In April 2024, the Federal Trade Commission (FTC) issued a rule banning noncompete agreements, effective September 4, 2024, citing their negative impact on competition and consumer welfare. See Non-Compete Clause Rule, 89 Fed. Reg. 38342 (May 7, 2024). Although the rule faces ongoing legal challenges, and its effectiveness is currently stayed,[iii] it reflects a growing policy concern echoed in Florida’s section 542.336, which specifically targets physician noncompetes to prevent monopolistic control over specialized medical services. Unlike many states that focus on the reasonableness of noncompetes’ geographic and temporal scope, Florida’s statute uniquely addresses scenarios where a single entity employs all medical specialists in a county, prioritizing patient access over employer interests.
Case Background
Dr. Christopher Bariana, a thoracic surgeon specializing in minimally invasive robotic surgery for esophageal and lung conditions, was employed by Tampa General Hospital (Tampa General) under an employment agreement signed on January 3, 2022. The agreement included a noncompete clause prohibiting Dr. Bariana from providing thoracic surgery services in several Florida counties, including Hillsborough and Pinellas, for two years following termination. After resigning in April 2023, citing mistreatment and retaliation under Florida’s Whistleblower Act (§ 448.102(3), Fla. Stat. (2022)), Dr. Bariana began working for Bayfront Health Medical Group in Pinellas County. Tampa General sought a temporary injunction under section 542.335, Florida Statutes (2022), alleging that Dr. Bariana’s new employment violated the noncompete clause.
The trial court granted the injunction, finding that Tampa General had legitimate business interests, including patient relationships and goodwill, and that Dr. Bariana’s actions caused irreparable harm. Dr. Bariana appealed, arguing that the noncompete was unenforceable under section 542.336 and violated public policy by restricting access to specialized care in Pinellas County.
Legal Framework: Florida’s Noncompete Statutes
Florida law governs restrictive covenants under two key statutes: (1) Section 542.335: This statute permits enforcement of noncompete agreements that are reasonable in time, geographic scope, and line of business and are supported by a legitimate business interest, such as protecting confidential information, patient relationships, or goodwill. See § 542.335(1)(a)-(b), Fla. Stat. Courts may refuse enforcement if public policy concerns substantially outweigh the employer’s interests, but only with specific articulation of the policy violation. See § 542.335(1)(i), Fla. Stat. (2) Section 542.336: Enacted in 2019, this statute declares noncompete agreements void and unenforceable if they involve a physician practicing a medical specialty in a county where one entity employs or contracts with all physicians in that specialty. The legislature found that such covenants restrict patient access and increase costs. See § 542.336, Fla. Stat.
The Second District’s Ruling
The Second District Court of Appeal in Bariana reversed the trial court’s injunction, holding that the noncompete was unenforceable under section 542.336 and violated public policy. The court’s analysis focused on two key issues:
Application of Section 542.336
Dr. Bariana testified that he was the only physician in Pinellas County performing specialized thoracic procedures, such as minimally invasive robotic surgery for esophageal and lung conditions. Dr. Trina Espinola, Bayfront’s Chief Medical Officer, confirmed that no other surgeon in Pinellas County had Dr. Bariana’s expertise. Previously, Bayfront relied on an Orlando surgeon who visited monthly, leading to delayed care and poorer patient outcomes.
The court ruled that Dr. Bariana’s noncompete agreement was invalid under section 542.336, Florida Statutes, because he was the only physician providing his specialized thoracic procedures in Pinellas County, and the statute voids such agreements regardless of whether the employer imposing the restriction controls all physicians in that specialty in the county. See Bariana, 50 Fla. L. Weekly D1118b, at *5. This textualist interpretation prioritizes the statute’s purpose—ensuring patient access to care—over a narrow reading that would limit its application to covenants with the dominant employer.
Public Policy Considerations
Even if section 542.336 did not apply, the court found that the noncompete violated public policy under section 542.335(1)(i). Dr. Espinola’s testimony highlighted the critical need for Dr. Bariana’s services in Pinellas County, particularly for underserved patients who could not afford travel to Tampa. Enforcing the noncompete would delay care, worsen cancer prognoses, and jeopardize public health, substantially outweighing Tampa General’s interests in protecting its patient base and goodwill. See id. at 6; cf. Lloyd Damsey, M.D., P.A. v. Mankowitz, 339 So. 2d 282, 283 (Fla. 3d DCA 1976) (holding a noncompete unenforceable due to the public need for a surgeon’s services).
Dissenting Opinion
Judge Atkinson dissented, arguing that section 542.336 applies only when the restrictive covenant is with the entity employing all physicians practicing the specialty in the county. Since Tampa General did not employ all thoracic surgeons in Pinellas County, and Dr. Bariana did not practice his specialty there while employed by Tampa General, the statute was inapplicable. See Bariana, 50 Fla. L. Weekly D1118b, at *7. The dissent also contended that section 542.335 requires courts to articulate specific public policy violations to refuse enforcement, and the trial court properly enforced the covenant absent such articulation. See id. This stricter reading protects employers’ contractual freedom unless the statute’s conditions are clearly met.
Hypothetical Scenario: Impact of Section 542.336
To illustrate the statute’s impact, consider a hypothetical cardiologist in a rural Florida county where one hospital employs all cardiologists. If the cardiologist signs a noncompete with a nearby hospital in another county, section 542.336 could void the covenant if it prevents her from practicing in the rural county, where her services are critical. This ensures patients have access to specialized care without undue delay or travel, aligning with the statute’s intent.
Implications
The Bariana decision has far-reaching implications for physicians, healthcare employers, and future litigation:
For Physicians
Physicians practicing unique specialties in underserved areas can challenge noncompete agreements that restrict patient access, especially under section 542.336. Physicians should seek legal counsel when signing employment contracts to identify potentially unenforceable covenants, particularly in counties with limited specialists.
For Healthcare Employers
Employers must conduct market analyses to determine if they employ all specialists in a county before drafting noncompetes. Broad covenants that restrict the only provider of a critical service are likely unenforceable, necessitating tailored agreements that comply with section 542.336. Employers may argue that their investments in training and patient relationships justify enforcement, but Bariana suggests that public health concerns may take precedence.
For Future Litigation
As one of the first Florida appellate cases interpreting section 542.336, Barianasets a precedent for broadly applying the statute to protect patient access. Unlike 21st Century Oncology, Inc. v. Moody, 402 F. Supp. 3d 1351, 1356 (N.D. Fla. 2018), which involved a single entity employing all specialists in a county, Bariana extends the statute’s reach to covenants with employers outside the county. Future cases may test the limits of this interpretation, particularly in counties with multiple specialists. Cf. Joseph Spine, P.A. v. Moulton, 346 So. 3d 154, 162 (Fla. 2d DCA 2022) (upholding a noncompete where no evidence showed an underserved patient population).
Addressing Employer Concerns and Limitations
Employers may argue that noncompetes are necessary to protect significant investments in training, patient relationships, and goodwill. In Bariana, Tampa General claimed such interests, but the court prioritized public health due to Dr. Bariana’s unique role in Pinellas County. However, the ruling’s scope may be limited to cases involving a sole specialist, as noncompetes in counties with multiple providers may still be enforceable under section 542.335 if reasonable and supported by legitimate business interests.
Commitment to Access
The Bariana decision underscores Florida’s commitment to prioritizing patient access to specialized medical care over restrictive employment contracts. By broadly interpreting section 542.336, the Second District has set a precedent that limits noncompete agreements for physicians providing unique services in underserved areas. Healthcare employers should review their contracts to ensure compliance with the statute, while physicians should advocate for their rights to challenge restrictive covenants. As national debates over noncompetes intensify, stakeholders should monitor Florida’s evolving jurisprudence and push for policies that balance employer interests with public health needs.
[i] Section 542.336, Florida Statutes states:
A restrictive covenant entered into with a physician who is licensed under chapter 458 or chapter 459 and who practices a medical specialty in a county wherein one entity employs or contracts with, either directly or through related or affiliated entities, all physicians who practice such specialty in that county is not supported by a legitimate business interest. The Legislature finds that such covenants restrict patient access to physicians, increase costs, and are void and unenforceable under current law. Such restrictive covenants shall remain void and unenforceable for 3 years after the date on which a second entity that employs or contracts with, either directly or through related or affiliated entities, one or more physicians who practice such specialty begins offering such specialty services in that county.
[ii] As to restrictive covenants generally. see Section 542.335, Florida Statutes.
[iii] On August 20, 2024, the U.S. District Court for the Northern District of Texas in Ryan LLC v. FTC, No. 3:24-CV-00986-E, 2024 U.S. Dist. LEXIS 148488 (N.D. Tex. Aug. 20, 2024) granted summary judgment, setting aside the rule nationwide. The court held that the FTC lacked statutory authority to issue substantive rules on unfair competition and that the rule was arbitrary and capricious due to its overbroad, one-size-fits-all approach. The court explicitly stated that the rule “shall not be enforced or otherwise take effect on September 4, 2024, or thereafter.” This ruling applies nationwide, preventing the FTC from enforcing the rule against any employer. Appeals of Ryan and related cases are pending.
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