Nonsolicitation clause can't prohibit doing 'any' business, Illinois court says

April 2021 employment law letter

Authors:

Steven L. Brenneman, Fox, Swibel, Levin & Carroll, LLP

Especially since the Illinois Supreme Court's 2011 decision in Reliable Fire Equipment Co. v. Arredondo, astute employers have tried to come up with "Goldilocks" postemployment restrictive covenants, i.e., not so broad that the courts would refuse to enforce them, but not so narrow that they enable former employees to misuse the company's customer relationships and other protectible interests. A recent Appellate Court of Illinois decision sheds new light on the topic even though the case didn't arise out of a typical employment agreement.

Bill of lading

Quality Transportation Services, Inc. (QTS) is a freight broker licensed by the Federal Motor Carrier Safety Administration. QTS had an agreement with Mark Thompson Trucking, Inc. (MTT), a registered carrier of freight, to provide transportation services to QTS's customers (i.e., those who want to engage a carrier to ship freight).

QTS's contract with MTT included a nonsolicitation provision, which stated in relevant part:

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