Lillian L. Reynolds

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Last month, a tech giant (IBM) sued one of its former executives who went to work for another tech giant (Microsoft), alleging that she breached her non-compete agreement and misappropriated trade secrets. Given the parties involved, you probably assume that the trade secrets at issue were source codes or algorithms. In fact, they were IBM’s diversity initiatives, strategies, and data. In IBM v. McIntyre, IBM alleged that its former chief diversity officer, Lindsay-Rae McIntyre, misappropriated…
When it comes to the principle of freedom to enter into contracts, “freedom’s just another word” for “as long as you don’t bump up against a more important legal principle.” Indeed, the “freedom of contract is a qualified and not an absolute right.” Chicago, Burlington & Quincy R.R. Co. v. McGuire, 219 U.S. 549, 567 (1911). Choice-of-law provisions are where freedom to contract may well bump up against another principle. Courts generally respect the parties’…
Consider the following sample non-compete provision in an employment agreement for a salesperson: Employee agrees not to work as a salesperson for any company that competes with Employer for a period of two years following Employee’s separation from employment in the following regions: Maryland, the District of Columbia, and Virginia. Geographically overbroad? Could be. Too long? Possibly. What might a court do? Depending on the state, courts will generally take one of three approaches: (i)…