No, it was not fair. A 'non-compete' agreement is supposed to stop you from competing. Schaffer’s new job arranging travel didn't compete with Omniplex’s business of providing security services. The contract was written too broadly because it would have stopped her from being a delivery driver or a janitor for the client just because she had a security clearance. Companies can only write these contracts to protect themselves from actual competition, not to just stop people from working for an old client in any role.

Yes, it was fair. The court should have looked at the whole situation. This was a top-secret government project, and keeping employees with special security clearances was extremely important for Omniplex to do its job. The contract rule was reasonable because it was for a short time (less than a year) and only applied to one specific client. Given how important workforce stability was in this unique case, the contract was a fair way for Omniplex to protect its business.

Yes, the rule in Schaffer's contract is too strict. It unfairly stops her from working in any job that needs the same security clearance, even if those companies aren't competing with Omniplex. This makes it too hard for her to find other work.

No, the rule is not too strict. It's fair because it only applies for the first year and only stops her from working at jobs that need the same high-level security clearance. This is important for Omniplex to keep their projects staffed and running smoothly.

Yes. A non-competition agreement is an unenforceable restraint on trade when it restricts an employee from taking any position that supports a former client, rather than being limited to positions that are actually in competition with the former employer. The covenant's purpose is to prevent an employee from engaging in activities that compete with their former employer. Here, the provision is not limited to employment with security staffing businesses that compete with Omniplex. Instead, it bars Schaffer from working for any business that provides support of any kind to the SGC, such as a vendor making deliveries, as long as the same security clearance is required. Because the prohibition is not narrowly tailored to protect Omniplex from competition, it is overbroad and unenforceable.

No. The non-competition provision is a reasonable and enforceable restraint on trade when considered under the specific facts of this case. The majority incorrectly focuses only on the lack of a direct competition limit, ignoring other narrowly tailored aspects of the covenant. Omniplex has a legitimate business interest in maintaining a stable workforce of employees with high-level security clearances during the critical first year of a sensitive government contract. The restriction is reasonable because it is limited in duration (less than one year), tied to a single client (the SGC), and linked to the specific security clearance. These factors, taken together, mean the restraint is no greater than necessary to protect Omniplex's legitimate business interests and is not unduly harsh on Schaffer's ability to find other work.

Yes, the non-competition provision is overbroad and unenforceable because it restricts Schaffer from working for any employer that requires the same level of security clearance, regardless of whether they are direct competitors with Omniplex. This broad prohibition extends beyond what is necessary to protect Omniplex's legitimate business interests and is unduly restrictive on Schaffer's ability to find employment. The provision precludes Schaffer from working for any business that provides support of any kind to the SGC, not only security staffing businesses that were in competition with Omniplex. For example, it would prevent Schaffer from working as a delivery person for a vendor which delivers materials to the SGC if such security clearance was required, even though the vendor was not a staffing service competing with Omniplex. Because the prohibition is not limited to employment that would be in competition with Omniplex, the covenant is overbroad and unenforceable.

No, the non-competition provision is not overbroad. It is reasonably tailored to protect Omniplex's legitimate business interest in maintaining a stable, qualified workforce during the crucial first year of the Project Eagle contract. The restriction is limited to employment that requires the same security clearance, which is a legitimate business interest given the nature of the work and the difficulty in replacing employees with necessary clearances. The covenant applies only to employment with entities servicing the SGC in positions which require Schaffer's top-level security clearance, and only for the first year of employment. Schaffer is otherwise free to work for any other employer at any location in the world. Considering all these factors in context, the fact that the restrictive covenant does not contain a geographic limitation or a list of prohibited competitive positions does not make it overly broad. The contractual restraint has been demonstrated to be reasonable and essential to protect Omniplex's contractual interests with the SGC.

Omniplex World Services v. U.S. Inv.

Case Podcast

Rule of Law:

The Legal Principle

Facts:

Procedural Posture:

How It Got Here

Issue:

Legal Question at Stake

Opinions:

Majority, Concurrences & Dissents

Analysis:

Why This Case Matters

Gunnerbot