Legal Updates

Massachusetts Superior Court Clarifies MNAA Signature Requirement

In a recent decision, Anaplan Parent, LP v. Brennan, a Massachusetts Superior Court judge held that a noncompetition agreement signed only by a parent or grandparent entity – and not by the actual employing company – does not satisfy the signature requirement of the Massachusetts Noncompetition Agreement Act (“MNAA”) and is therefore unenforceable. The Superior Court’s ruling doomed the employer’s request for a preliminary injunction, even though the employee was a high-level executive moving to a direct competitor.

The decision underscores a simple but critical point: Under the MNAA, the “employer” that signs the noncompete must be the actual employing entity, not a holding company or other affiliate – even where the affiliate sits atop a unified corporate structure. Corporate separateness remains the default rule, and a Massachusetts court may use that principle as a “gate” to end a non-compete case before it ever reaches the reasonableness of the restriction.

The Massachusetts Noncompetition Agreement Act

Enacted in 2018, the MNAA codified and tightened Massachusetts common-law rules on post-employment noncompetes, with three main themes: protecting mobility for most workers, preserving reasonable tools for employers to safeguard critical business interests, and imposing bright-line procedural requirements.

Among other things, the MNAA:
 

• Bars noncompetes for non-exempt employees, minors, student interns, and workers laid off or terminated without cause;

• Requires at least 10 business days’ advance notice, plus explicit notice of the right to consult legal counsel;

• Limits most noncompetes to 12 months; and

• Requires “garden leave” with payment of at least 50% of the employee’s base salary during the post-employment restricted period, or other mutually agreed consideration.

The statute also requires that the noncompete be in writing and signed by both the employee and the employer – the requirement that proved dispositive in Anaplan.

Case Background

Anaplan, Inc., a business-planning software company, employed Timothy Brennan, a long-tenured senior executive who ultimately served as VP – Advanced Technology & Innovation. Anaplan is a subsidiary of Anaplan Holdings, LLC, which in turn is owned by Anaplan Parent, LP (“Grand-Parent”).

During his tenure, Brennan received equity awards under three agreements with Grand-Parent. Each equity agreement included a 12-month noncompete, along with non-solicitation, non-disparagement, and confidentiality provisions. Crucially, Grand-Parent signed the agreements, not Anaplan, Brennan’s actual employer.

In August 2025, Brennan resigned to join Pigment, a direct competitor, as Head – AI Solutions. In response, Grand-Parent, and Anaplan filed suit seeking to enforce the noncompete and obtain injunctive relief. They first filed in federal court, then voluntarily dismissed that case and re-filed in Massachusetts Superior Court under the MNAA.

The “Gating” Issue And The Court’s Holding

The Superior Court treated the MNAA’s signature requirement as a threshold “gating” issue. Unless the plaintiffs could show that the noncompete was signed by the employee and by his “employer” within the meaning of the statute, the court did not need to reach any other questions (such as the duration of the noncompete or the legitimacy of the business interests sought to be protected).

The court concluded that Grand-Parent was not Brennan’s “employer” for MNAA purposes, for several interlocking reasons: 
 

• Corporate separateness. Massachusetts law treats parent and subsidiary entities as distinct, absent piercing-the-veil circumstances (i.e., an inappropriate intermingling of operations). The Legislature could have expanded “employer” to include parents and affiliates in the MNAA, but did not, and the court refused to rewrite the statute.

• Text and purpose of the signature requirement. Requiring the actual employer to sign a noncompete agreement ensures that the entity with day-to-day control over the employee is the one that undertakes the MNAA’s obligations (such as paying for garden leave) and bears the consequences of overreaching. Allowing a parent or grandparent to sign instead could (a) place MNAA obligations onto non-employer entities and (b) invite employers to try to justify broader restrictions by invoking the interests of a corporate group rather than the single employing entity.

• Common control is not enough. Under general employment-law concepts, the fact that Grand-Parent could manage or influence Anaplan did not make it Brennan’s employer. Common management or ownership, by itself, does not collapse multiple entities into one “employer” for MNAA purposes.

• The equity structure was not the problem – the signatures were. The Superior Court did not hold that equity-based noncompetes are inherently suspect. Instead, it held that where only the parent or grandparent signs and the actual employer is absent from the agreement, the MNAA’s signature requirement is not satisfied, and the noncompete is unenforceable.

Because Grand-Parent was not Brennan’s “employer” under the MNAA, the gate did not open. The court denied the motion for a preliminary injunction without reaching the reasonableness of the noncompete itself.

Recommendations For Employers

In light of Anaplan and the MNAA’s strict, technical requirements, Massachusetts employers should: 
 

• Audit who signs noncompetes. Confirm that every non-compete agreement is signed by the actual employing entity (the company that issues the paycheck and controls day-to-day work), and not just by a parent or other corporate affiliate.

• Review legacy equity documents. Examine longstanding equity award and incentive plan documents to identify any noncompetes that were signed only by a parent or grandparent entity. For key personnel in Massachusetts, an employer should consider updating those agreements, consistent with the MNAA’s requirements, so the employer is a party and signatory.

• Train HR, legal, and business leaders on MNAA “gates.” Treat the MNAA’s formalities (notice, right-to-counsel language, garden leave/consideration, duration limits, and proper signatures) as non-negotiable checkboxes, much as employers already do with matters such as wage-and-hour technicalities and final-pay timing under the Massachusetts Wage Act.

By tightening their non-compete documentation now, employers can avoid the kind of threshold defeat that ended the Anaplan litigation before the court ever reached the merits of the noncompetition restriction.

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If you have questions about the Anaplan decision or any other noncompete issues, please contact one of our experienced employment lawyers.