In short: A physician who sold into an AmSurg surgery-center joint venture later opened a competing surgery business. The trial court granted him summary judgment, applying a Tennessee rule that voids physician noncompetes. The Second DCA reversed in March 2015: the covenant restricted ownership of competing centers, not the practice of medicine, so that rule did not apply.
The Facts
Dr. Vangara was part of a physician group that developed and ran ambulatory surgery facilities. In 2007 the group entered a joint venture with AmSurg, forming a multi-specialty surgery center LLC in New Port Richey. AmSurg paid the physicians more than $2.4 million as part of the deal, and the contracts chose Tennessee law.
The operating agreement barred owners from holding ownership or financial interests in competing businesses such as other surgery centers. It expressly said it did not stop owners from practicing medicine or performing surgery anywhere. In 2010 AmSurg learned Dr. Vangara was running his own competing surgery business, and when he refused to stop, AmSurg sued for breach of contract.
The Pasco County trial court granted summary judgment for the doctor based on a Tennessee Supreme Court decision, Murfreesboro Medical Clinic v. Udom, which generally makes covenants not to compete unenforceable against physicians.
The Decision
The Second District reversed. The covenant here did not stop Dr. Vangara from treating patients or operating. It only barred him from owning, managing, leasing, developing or holding a financial stake in a competing business. Murfreesboro was about restrictions on a doctor’s practice of medicine, and Tennessee law permits covenants of this kind, so the trial court applied the wrong rule.
The court sent the case back for further proceedings. It declined to decide whether the covenant could support an injunction under Florida law, because the parties had not preserved that argument.
The Law
When a contract chooses another state’s law, Florida courts generally apply it. In Florida itself, restrictive covenants are governed by section 542.335, which enforces covenants that are in writing, reasonable in time, area and line of business, and supported by a legitimate business interest, such as goodwill or substantial relationships bought in a sale of a business.
Florida later added a physician-specific rule. Under section 542.336, enacted in 2019, a noncompete with a specialist physician is void in a county where a single entity employs or contracts with all physicians in that specialty. The key distinction in AmSurg still matters under Florida law: a covenant restricting investment in a competing facility is analyzed differently from one restricting a doctor’s practice.
Current law (2026): Section 542.336, Florida Statutes (ch. 2019-138), enacted after this decision, voids specialist-physician restrictive covenants in counties where one entity employs or contracts with all physicians in the specialty. This case applied Tennessee law under the contract’s choice-of-law clause.
Lessons
- Read what the covenant actually restricts. A limit on owning a competing business is not the same as a ban on working.
- Choice-of-law clauses matter. The court applied Tennessee law because the contract said so.
- Physicians selling into joint ventures are often paid for exactly the exclusivity they later want to escape. Courts take that bargain seriously.
- Preserve every alternative argument in the trial court; the appeals court will not decide issues the parties did not raise.
Source: AmSurg New Port Richey FL, Inc. v. Vangara, No. 2D14-2117 — Fla. 2d DCA (March 4, 2015).
Watch the Oral Argument
This is the recording of the actual oral argument, posted on the channel. What lawyers and judges say at argument is not the ruling; the decision is summarized above.
Doctor Breaks Non-Compete After Selling His Practice — Who Wins? | AmSurg v. Vangara, 2D14-2117
Go Deeper
- Boat-Lift Business Sale Fight: Jury Verdict Stands, Fee Appeal Too Early (Low Key v. Annesser)
- A Developer, an Estate and a Family Trust Fight Over an LLC (Meehan v. Funk)
Frequently Asked Questions
Are physician noncompete agreements enforceable in Florida?
Generally yes, if they meet section 542.335: in writing, reasonable in time, area and line of business, and supported by a legitimate business interest. Section 542.336 voids specialist physician noncompetes in a county where one entity employs or contracts with all physicians in that specialty.
Can a doctor be barred from owning a competing surgery center?
Yes, in many cases. In AmSurg v. Vangara, the Second DCA held that a covenant barring ownership or financial interests in competing surgery centers was not a restriction on practicing medicine, so a Tennessee rule voiding physician noncompetes did not apply.
Will a Florida court apply another state's law to a noncompete?
Usually, if the contract contains a valid choice-of-law clause. In this case the joint venture agreements chose Tennessee law, and the court analyzed the covenant under Tennessee decisions rather than Florida’s statute. Courts may refuse to apply the chosen law only in narrow cases, such as when it violates strong Florida public policy.
What happens after a summary judgment is reversed?
The case goes back to the trial court for further proceedings. The losing party at summary judgment gets the chance to prove its claims, through more motions or a trial. It does not mean the party who appealed automatically wins; it means that party gets its day in court on the claims.
Talk to a Florida business litigation lawyer
Weidner Law, P.A. handles business, LLC, shareholder and contract disputes from St. Petersburg. If you need a civil litigation lawyer, call (727) 954-8752 or email weidner@mattweidnerlaw.com.
Read the law yourself, free: every Florida statute and court rule is on floridarules.net.
This article is general information about Florida law, not legal advice about your situation. Reading it, watching the videos, or contacting the firm does not create an attorney-client relationship. Every case turns on its own facts, and past results do not guarantee a similar outcome. The hiring of a lawyer is an important decision that should not be based solely upon advertisements.
