Pennsylvania appeals court has delivered a sharp rebuke to aggressive noncompete contracts, after siding with a group of breakaway financial advisors and their new firm in a closely watched dispute over restrictive covenants.

In a 43-page opinion issued February 18, the Pennsylvania Superior Court upheld a lower court’ s refusal to block three advisors from working at Capital Wealth Advisors, a Naples, Fla.-based registered investment advisory firm, after they left an affiliate of First National Bank of Pennsylvania.

The ruling affirms a trial court decision denying injunctive relief sought by First National Trust Company, which does business as FNB Wealth Management. The firm alleged that the ex-advisors violated the noncompete and non-solicitation provisions of their contracts and misappropriated confidential information when they joined Capital Wealth Advisors in 2025. Both courts said the evidence fell short. At issue was whether FNB could stop the advisors— Stephen G. English, Benton H. Elliott Jr., and Zachary A. Craig— from continuing to serve clients at their new firm while the broader case proceeds. The answer, at least for now, was no.

The trial court denied the preliminary injunction in August 2025. The Superior Court affirmed that decision in full this week.

The appellate panel concluded that FNB“ failed to establish the requisite irreparable harm that would result” if its motion were denied.

The court was unpersuaded by FNB’ s claims that its advisors had poached clients and stolen data. It found no proof the advisors improperly solicited clients or took proprietary information. The clients, the court said, were free to follow their advisors.

Taking Aim At Contracts The opinion also took direct aim at the contracts themselves. In one of its most closely read passages, the court held that FNB’ s non-solicitation provisions were“ unenforceable as written,” citing their lack of any geographic limitation.“ Our review of the non-solicit clause … confirms the lack of any geographic scope,” the court wrote.

That failure proved fatal under Pennsylvania law, which requires post-employment restrictions to be narrowly tailored.

The ruling also shed light on the advisors’ backgrounds. English has worked in wealth management for more than 30 years and has built longstanding client relationships that, according to the trial court, were created before he joined FNB.

Elliott also brings more than three decades of industry experience, including more than 18 years at BNY Mellon and earlier roles at PNC Bank.

Craig began his career with First National Trust Company in 2009. His father served as the firm’ s chief executive, a fact noted by the trial court in recounting his employment history.

According to the record, all three advisors resigned at the end of January 2025 after discussions with Capital Wealth Advisors and joined the firm in early February. They signed non-disclosure agreements with their new employer and were instructed to“ take nothing with them” from FNB— a directive the court said they followed.

Notably, the opinion does not quantify how many clients followed the advisors or how much in assets moved as a result. The court cited no specific client counts and no total assets under management that transferred to Capital Wealth Advisors.

The trial court also found no evidence the advisors took client lists, account numbers or other proprietary information. When the advisors shared preliminary estimates with Capital Wealth Advisors about potential revenue or assets, the court characterized those figures as general,“ back of the

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