Delaware Superior Court, Complex Commercial Litigation Division
Delaware Rejects Nationwide Restrictive Covenants in Roofing Acquisition Dispute
A Delaware trial court dismissed roofing-acquisition covenant claims because the restrictions exceeded the interests supported by the complaint. Nationwide language did not ensure enforceability.
Case record
Authority before analysis.
Court
Delaware Superior Court, Complex Commercial Litigation Division
Docket
C.A. No. N25C-09-183 PAW CCLD
Decision
September 25, 2026
Posture
Memorandum opinion granting defendant’s Rule 12(b)(6) motion to dismiss six breach-of-contract claims.
Status
Delaware trial-level decision; persuasive authority, not a nationwide prohibition on restrictive covenants.
01
What the court did
In FirstService Roofing Holdings, Inc. v. Travis Webb, the Delaware Superior Court dismissed six contract claims under 2023 restrictive-covenant and shareholders’ agreements. The complaint described roofing operations in Georgia and customers in Georgia and South Carolina, but the challenged restrictions reached nationwide or lacked geographic limits. Some terms also reached beyond roofing and restricted investment activity without a small-investment exception. The court found the covenants overbroad as drafted and held that the Superior Court lacked equitable authority to narrow them. The plaintiffs sought damages, not equitable relief.
02
Why operators should care
Our operating takeaway: acquisition and exit teams should connect restrictive covenants to the business interests supported by the diligence record. Map the acquired customer footprint, services, goodwill, and confidential information. Ask counsel how geography, duration, covered activities, and investment restrictions fit those interests. Review forum and remedies together instead of assuming a court can repair an overbroad clause. Reconcile overlapping acquisition, employment, shareholder, and exit agreements before an owner departs.
03
What remains unresolved
This is a pleading-stage Delaware trial decision, not a nationwide ban on noncompetes. The court accepted well-pleaded allegations for the motion; it did not try the alleged competitive conduct. It found consideration adequately pleaded and did not reach duration and certain other pleading arguments because the overbreadth defects resolved the case. Enforceability of different agreements and later appellate proceedings are outside this briefing.
Industries
General contractorsHome services
Ownership models
Issues
Contracts and paymentWorkforce and employment
Primary record
Read the opinion.
This update identifies the court, posture, holding, and unresolved questions. The linked opinion remains the controlling source.
Shop On Fire is not a law firm. This publication provides general business education and commentary, not legal advice or representation. Consult qualified counsel about a specific matter.
