Sidco Paper Company v. Aaron

351 A.2d 250, 465 Pa. 586, 1976 Pa. LEXIS 446

• Court: Supreme Court of Pennsylvania
• Decided: January 29, 1976
• Docket: 628
• Status: Published

Opinions

OPINION OF THE COURT

ROBERTS, Justice.

This is an appeal from a decree in equity granting a preliminary injunction to enforce a restrictive covenant contained in an employment contract. Appellant asserts that the preliminary injunction was improperly issued. We do not agree and therefore affirm.

Appellee, Sidco Paper Company (Sidco), is a Pennsylvania corporation which sells odd lots of low grade printing paper. The area served by the company includes Virginia, West Virginia, Maryland, Delaware, Pennsylvania, New Jersey, New York, Connecticut, Rhode Island, Massachusetts, New Hampshire and the District of Columbia. Grant Paper Company (Grant), a defendant in the action, is a Pennsylvania corporation engaged in the same business, and is a direct competitor of Sidco in the northeastern portion of the United States.

Appellant Eugene Aaron (Aaron) was an employee of Sidco until he left to accept employment with Grant. Aaron was first employed by Sidco at will, under an oral contract, in 1967 when he was seventeen years of age. His initial salary was $60.00 per week. Following a two-year apprenticeship, during which he was exposed to all aspects of Sidco’s business and was trained by Sidco salesmen, Aaron executed a written employment contract with Sidco which contained the restrictive covenant at issue here. This contract provided for a term of employment of one year with automatic renewal from year to year, subject to termination by either party upon sixty days’ written notice. The covenant provided:

“7. That the Employee agrees during the term of this contract, and for a period of two (2) years thereafter, that he will not be engaged in the same or similar type of business as the Employer is engaged in, in any area of which Richmond, Virginia, is the southern point, Pittsburgh, Pa., the western point, and Boston, Massachusetts, the northern point, and should he do so, the Employer shall be entitled to an injunction to be issued by any Court of competent jurisdiction enjoining and restraining the Employee and each and every other person, firm, associates or corporations concerned therein from the continuance of such employment, service, or other acts in aid of the business of such rival company or concern.”

When Aaron ended his employment with Sidco, his territory included Richmond, Virginia; Washington, D. C.; Maryland; Delaware; and Pennsylvania as far west as Chambersburg, excluding Philadelphia, Montgomery, Bucks, Delaware and Chester counties. His salary at this time was $65,000.00 per year, plus expenses which amounted to $18,000.

Following his resignation from Sidco, Aaron immediately took a position as a salesman with Grant. Grant instructed Aaron to solicit business from the same customers he had dealt with on behalf of Sideo. Aaron did so successfully. Sidco’s business in the territory formerly served by Aaron fell from $490,000.00 in April 1974, the last month of Aaron’s employment by Sideo, to $90,-000.00 in May 1974.

The chancellor granted a preliminary injunction enjoining Aaron from serving as a salesman throughout an area described as follows:

“a. Pennsylvania: From the City of Chambers-burg, directly north to the New York state boundary, continuing east-southeast along the Pennsylvania-New York state boundary, and then south along the Pennsylvania-New Jersey state boundary; continuing then southwest along the Pennsylvania-Delaware state boundary to its end; from there due west along the Pennsylvania-Maryland state boundary until an intersect is established with the city of Chambersburg, by a line drawn directly south from said city to the Pennsylvania-Maryland state boundary.

b. Maryland: From the city of Hagerstown, directly north until the Maryland-Pennsylvania border, then due east along said border until the state of Delaware, then directly south along the Maryland-Delaware border until a horizontal line can be drawn from Washington, D.C., intersecting the Delaware-Maryland border, then from Washington, D.C., southwest along the Potomac River until a straight line can be drawn due south from Hagerstown to the Potomac River.

c. District of Columbia: Entire area.

d. Virginia-Maryland: From the city of Richmond directly south [sic, north?] until the Potomac River, from said River due east until the Atlantic Ocean. Starting again from the city of Richmond, due east until the Atlantic Ocean.

Notwithstanding, the above enumerated restricted areas and for the purpose of this Interlocutory Decree, the defendant is entitled to engage in the aforementioned business in the following areas:

a. The states of New York, New Jersey, Delaware, Massachusetts and all other states of the Union.

b. The city of Philadelphia, Pennsylvania.

c. The counties of Bucks, Chester, Delaware, Montgomery in the Commonwealth of Pennsylvania.” ¹

Our courts will permit the equitable enforcement of post-employment restraints only where they are incident to an employment relation between the parties to the covenant, the restrictions are reasonably necessary for the protection of the employer, and the restrictions are reasonably limited in duration and geographic extent. Girard Investment Co. v. Bello, 456 Pa. 220, 318 A.2d 718 (1974); Bettinger v. Carl Berke Associates, Inc., 455 Pa. 100, 314 A.2d 296 (1974); Jacobson & Co. v. International Environment Corp., 427 Pa. 439, 235 A.2d 612 (1967). Before we can determine whether a preliminary injunction was properly issued here, we must first consider appellant’s claim that this test was not met. Specifically he attacks both the necessity for protection and the territorial reasonableness of the covenant.

I

An employer’s right to protect, by a covenant not to compete, interest in customer goodwill acquired through the efforts of an employee is well-established in Pennsylvania. See, e. g., Bettinger v. Carl Berke Associates, Inc., 455 Pa. 100, 314 A.2d 296 (1974); ² Jacobson & Co. v. International Environment Co., 427 Pa. 439, 235 A.2d 612 (1967);³ Hayes v. Altman, 424 Pa. 23, 225 A. 2d 670 (1967);⁴ Albee Homes, Inc. v. Caddie Homes, Inc., 417 Pa. 177, 207 A.2d 768 (1965); ⁵ Seligman & Latz of Pittsburgh, Inc. v. Vernillo, 382 Pa. 161, 114 A. 2d 672 (1955).⁶

The nature of this interest is well stated by Professor Blake:

“In almost all commercial enterprises contact with customers or clientele is a particularly sensitive aspect of the business. ... In most businesses ... as the size of the operation increases, selling and servicing activities must be at least in part decentralized and entrusted to employees whose financial interest in the business is limited to their compensation. The employer’s sole or major contact with buyers is through these agents and the success or failure of the firm depends in part on their effectiveness. . . . [t]he possibility is present that the customer will regard, or come to regard, the attributes of the employee as more important in his business dealings than any special qualities of the product or service of the employer, especially if the product is not greatly differentiated from others which are available. Thus, some customers may be persuaded, or even be very willing, to abandon the employer should the employee move to a competing organization or leave to set up a business of his own. .

“The employer’s point of view is that the company’s clientele is an asset of value which has been acquired by virtue of effort and expenditures over a period of time, and which should be protected as a form of property. Certainly, the argument goes, the employee should have no equity in the custom which the business had developed before he was employed. Similarly, under traditional agency concepts, any new business or improvement in customer relations attributable to him during his employment is for the sole benefit of the principal. This is what he is being paid to do. When he leaves the company he should no more be permitted to try to divert to his own benefit the product of his employment than to abscond with the company’s cashbox.” ⁷

Under our case law, and in view of the factors discussed by Professor Blake, Sidco clearly has a protectible interest in customer goodwill.

II

Appellant contends (1) that the covenant is unenforceable because its territorial scope is excessive and (2) that it may not properly be enforced in a narrower territory. If accepted, this argument would deny enforcement, not because of any defect 'in the substance of the covenant which is before us, but rather because the covenant attempted to secure to the employer flexibility in where appellant was to be employed.

Our law permits equitable enforcement of employee covenants not to compete only so far as reasonably necessary for the protection of the employer. Bettinger v. Carl Berke Associates, Inc., 455 Pa. 100, 314 A.2d 296 (1974); Reading Aviation Service Co. v. Berolet, 454 Pa. 488, 311 A.2d 628 (1973). However, where the covenant imposes restrictions broader than necessary to protect the employer, we have repeatedly held that a court of equity may grant enforcement limited to those portions of the restrictions which are reasonably necessary for the protection of the employer. Jacobson & Co. v. International Environment Corp., 427 Pa. 439, 235 A.2d 612 (1967) (unanimous); Albee Homes, Inc. v. Caddie Homes, Inc., 417 Pa. 177, 207 A.2d 768 (1965); Barb-Lee Mobile Frame Co. v. Hoot, 416 Pa. 222, 206 A.2d 59 (1965) (unanimous); Morgan’s Home Equipment Corp. v. Martucci, 390 Pa. 618, 136 A.2d 838 (1957) (unanimous) ; Seligman & Latz of Pittsburgh, Inc. v. Vernillo, 382 Pa. 161, 114 A.2d 672 (1955) (unanimous); see Bettinger v. Carl Berke Associates, Inc., 455 Pa. 100, 314 A. 2d 296 (1974) (by implication); Plunkett Chemical Co. v. Reeve, 373 Pa. 513, 95 A.2d 925 (1953) (unanimously reaching same result by strained construction of contract) ; Harris Calorific Co. v. Marra, 345 Pa. 464, 29 A.2d 64 (1942) (same); Fisher v. Hager, 310 Pa. 398, 165 A. 655 (1933) (same); Monongahela River Consolidated Coal & Coke Co. v. Jutte, 210 Pa. 288, 59 A. 1088 (1904) (unanimous) (covenant incident to sale of business) ; Smith’s Appeal, 113 Pa. 579, 6 A. 251 (1886) (unanimous) (same). The commentators also endorse this rule. 6A A. Corbin, Contracts §§ 1390, 1394, at 104 (1962); 14 S. Williston, Law of Contracts §§ 1647B, 1647C (3d ed. Jaeger 1972); Blake, Employee Agreements Not to Compete, 73 Harv.L.Rev. 625, 683 (1960).

The reason for this policy is a refusal to allow the employee to profit, at the expense of his former employer, from his wrongful and inequitable conduct. This may readily be seen from the opinion of Mr. Justice EAGEN writing for the Court in Albee Homes, Inc. v. Caddie Homes, Inc., 417 Pa. 177, 186, 207 A.2d 768, 773 (1965):

“[W]e conclude that the wide-spread prohibition envisioned by this restrictive covenant is unrelated to the protection of the employer, and that, therefore, as written, the covenant is unenforceable to the full extent claimed by Albee. [citation omitted]. On the other hand, it is also clear that inducing Albee’s employees to terminate and violate their employment contracts and then to work for Caddie within 50 miles of their actual former employment was wrongful and conduct from which Albee should be protected. We also consider the covenant divisible and enforceable when restricted to reasonable geographical limits.” ⁸

Appellant acknowledges the propriety of partial enforcement but only where the restriction is “divisible.” He contends that a covenant is “divisible” for this purpose only when the covenant may be narrowed without adding language not originally contained in the covenant. Indeed our cases have sometimes spoken in terms of divisibility. Reading Aviation Service, Inc. v. Bertolet, 454 Pa. 488, 492, 811 A.2d 628, 629 (1973); Albee Homes, Inc. v. Caddie Homes, Inc., 417 Pa. 177, 186, 207 A.2d 768, 773 (1965); Barb-Lee Mobile Frame Co. v. Hoot, 416 Pa. 222, 225, 206 A.2d 59, 61 (1965). However, appellant ignores our many cases granting partial enforcement of territorial restrictions even when the covenant was not divisible without adding language.

In Jacobson & Co. v. International Environment Corp., 427 Pa. 439, 235 A.2d 612 (1967), the defendant employee had covenanted not to compete in New York, Connecticut, New Jersey, Pennsylvania, or Delaware. The chancellor granted an injunction against breach of the covenant limited to a territory in which defendant had been employed — the eastern half of Pennsylvania, the southern half of New Jersey, and New Castle County, Delaware. This Court in an unanimous opinion by Mr. Justice O’Brien affirmed: “There can be no doubt that a court can properly reduce the geographical scope of a covenant.” Id. at 453, 235 A.2d at 620.⁹

Most recently, in Bettinger v. Carl Berke Associates, Inc., 455 Pa. 100, 314 A.2d 296 (1974), the employee had covenanted not to compete within a radius of 50 miles from City Hall, Philadelphia. The employer sought an injunction effective only within the City of Philadelphia. This was granted and we unanimously affirmed. The opinion of the Court,¹⁰ written by Mr. Justice O’BRIEN, relied heavily on the limitation of the injunction to Philadelphia in sustaining its reasonableness.

Thus, Jacobson, Plunkett Chemical and Bettinger offer strong authority for partial enforcement of a covenant which is not “divisible” in appellant’s sense. To counter this authority, appellant offers only Trilog Associates, Inc. v. Famularo, 455 Pa. 243, 314 A.2d 287 (1973), and Reading Aviation Service, Inc. v. Bertolet, 454 Pa. 488, 311 A.2d 628 (1973).¹¹ These offer no support for appellant’s position.

Trilog is not authoritative for this proposition, because five members of this Court concurred only in the result without joining any opinion,¹² and the two members of the Court who did write opinions differed on the precise point here at issue.

Reading Aviation Service is distinguishable from the present case. There the covenant had no territorial limitation, although the nature of the business involved (the operation of an airport) was such that the relevant geographical area could have been readily specified at the time the contract was formed. This sort of gratuitous overbreadth militates against enforcement because it indicates an intent to oppress the employee and/or to foster a monopoly, either of which is an illegitimate purpose. An employer who extracts a covenant in furtherance of such a purpose comes to the court of equity with unclean hands and is, therefore, not entitled to equitable enforcement of the covenant. Here, on the other hand, the covenant was limited to the territory in which Sidco operated. While it was known that Aaron would not cover the entire territory, it was not known when the contract was formed precisely what territory he would cover, so that it was impossible to define in advance any narrower territory which would insure full protection for Sidco.

Ill

Sidco properly used a restrictive covenant to protect its customer relationships against appropriation by former employees such as Aaron. The remaining question is whether the preliminary injunction was properly issued in this case. Our standard of review is well established.

“In Pa. P.U.C. v. Alleg. Co. Port Auth., 438 Pa. 495, 499, 252 A.2d 367, 369 (1969), we stated that: ‘It has long been the rule in this Court that on an appeal from a decree, whether granting or denying a preliminary injunction, we will not inquire into the merits of the controversy, but will, instead, examine the record only to determine if there were any apparently reasonable grounds for the actions of the court below. [Citing cases.] Moreover, we will not “pass upon the reasons for or against such action unless it is plain that no such grounds existed or that the rules of law relied on are palpably wrong or clearly not applicable.

Credit Alliance Corp. v. Philadelphia Minit-Man Car Wash Corp., 450 Pa. 367, 370-71, 301 A.2d 816, 818 (1973); accord, Zebra v. Pittsburgh School District, 449 Pa. 432, 436-37, 296 A.2d 748, 750 (1972); Sameric Corp. v. Goss, 448 Pa. 497, 499, 295 A.2d 277, 278 (1972); Community Sports, Inc. v. Denver Rigsby Rockets, Inc., 429 Pa. 565, 569, 240 A.2d 832, 834 (1968); Alabama Binder & Chemical Corp. v. Pennsylvania Industrial Chemical Corp., 410 Pa. 214, 215, 189 A.2d 180, 181 (1963).

We must decide whether there are “apparently reasonable grounds” upon which the trial court could have concluded that equitable enforcement of the covenant was necessary to protect Sidco against wrongful appropriation of its customer relationships by Aaron. The record reveals that Grant’s president told Aaron to “go see the customers that he used to see for Sidco” and that prior to issuance of the preliminary injunction Aaron was, in fact, soliciting the business of those customers. There was also uncontradicted testimony that Sidco’s business in the territory formerly served by Aaron had fallen from $490,000 in April 1974, the last month of Aaron’s employment by Sidco, to $90,000 in May 1974, when he began soliciting for Grant.¹³ When these two facts are taken together, they provide “apparently reasonable grounds” for a finding that injunctive relief was necessary to prevent irreparable harm to Sidco’s customer relationships.

Moreover, the record strongly suggests that Grant’s purpose in hiring Aaron was precisely to gain the advantages resulting from his relationships with Sidco’s customers. The following exchange occurred during the cross-examination of Grant’s president:

“Q Therefore, you could very well hire Mr. Aaron to cover territory outside of the territory I just mentioned, could you not ?

A I may not want him for a different territory.

Q But you could if you wanted to ?

A I can’t answer what I would do if he asked for a different territory. I hired him specifically for what he can do.

Q But the territory your company covers is so vast that you could easily keep him in employment outside of the territory where he served Sidco Paper Company?

A I don’t know. I don’t know whether he would he good in any other territory. You’re trying to make me say something which I don’t know. I don’t know if I would be interested in hiring him for any other territory.” (emphasis added)

If Grant were concerned solely with Aaron’s energy, innovativeness, dynamic personality and other inherent individual qualities, there would seem little reason to be so concerned with his connections in the particular territory. Aaron’s customer contacts, developed on behalf of Sidco and at its expense, appear to be a primary factor motivating Grant to offer him employment. This is an additional basis for the chancellor’s decision to grant a preliminary injunction.

Because there are “apparently reasonable grounds” on which the chancellor could have concluded that the preliminary injunction was necessary for the protection of Sidco’s legitimate interests, we affirm the decree.

Decree affirmed. Each party pay own costs.

JONES, C. J., and POMEROY, J., join in this opinion. POMEROY, J., filed a concurring opinion in which JONES, C. J., joins. NIX, J., filed a dissenting opinion. MANDERINO, J., filed a dissenting opinion.

1 . The chancellor denied the prayer for a preliminary injunction to restrain Grant. No appeal has been filed questioning that portion of the decree.

2 . In Bettinger, Mr. Justice O’Brien, writing for the Court, identified the protected interest as follows:

“When asked if Bettinger’s company had regularly placed temporary held with the customers on its list, Berke replied:

‘Not regularly. It’s a constant going-back repetitive process in order to keep your contacts, to maintain it, because if you’re not doing it, your competition is; and if you’re not there and your competition comes in there and talks to these people; the next time they have business is going to be with your competition. So nothing is regular situation unless you keep it regular.’

Thus, Berke was admitting the crucial importance of customer contact in the business.

“Bettinger also testified that it was his experience that if close personal relationships were kept with his customers, they would for the most part turn their entire temporary-help needs over to him. Thus, it is reasonable for Bettinger to seek protection for competition from former employees, like Berke, whose sole job was to maintain the close affiliations with prospective employers of temporary help.”

455 Pa. 104, 314 A.2d at 298. The covenant was specifically enforced.

3 . In Jacobson, Mr. Justice O’Brien wrote for a unanimous court: “The evidence makes clear Jacobson’s need for the protection. The radiant heating business is one in which the close personal contact of the sales representative with prospective buyers is crucial to success. As appellee points out in his brief, for a number of years, to the builders, engineers and architects in the area described by the limited covenant, Kiley was Jacobson & Co.”

427 Pa. at 453, 235 A.2d at 620 (emphasis in original). This Court affirmed the grant of an injunction enforcing the covenant.

4 . In Hayes, both employer and employee were optometrists and there was no special training or confidential information involved. To protect the employer against employee exploitation of customer contacts acquired during his employment, a restrictive covenant prohibited the employee from engaging in a competing business in the same city (or its environs) for one year after termination of the employment. When specific enforcement was sought, the chancellor denied relief on the ground that the employer had no protectible interest. This Court reversed the decree and held the covenant enforceable.

5 . In Albee Homes, Mr. Justice Eagen wrote for the Court:

“The nature of Albee’s business is such that the covenantor is in a position to know only a very few customers in a limited area. The testimony shows that the identity of customers was gained by personal contacts between them and the salesman at the model home location. That these contacts, gained for instance in Cleveland, Ohio, could be of no use to a salesman moving to Trenton, New Jersey, is clear beyond question. No doubt the covenant is enforceable as to an area within 50 miles of the place of employment by the covenantee, for we can see a direct and reasonable connection to the protection of business in such a restriction . . .

417 Pa. at 185-86, 207 A.2d at 773. The grant of an injunction was affirmed, although only as to a more limited territory than that in the original decree.

6 . In Vernillo, the employee was a hairdresser and the covenant forbade her for one year after termination of the employment to be employed in or associated with in any way “any beauty or hairdressing establishment or salon . . . which is or may be conducted . . . within a radius of one (1) mile from” her employer’s establishment. This Court unanimously affirmed an injunction against violation of this covenant (except as to employment in a capacity other than that of hair stylist or beauty operator) in order to protect the employer’s relationships with its customers.

7 . Blake, Employee Agreements Not to Compete, 73 Harv.L.Rev. 625, 653-54 (1960); accord, 6A A. Corbin, Contracts § 1394 at 98 (1962):

“Salesmen and solicitors are generally hired and paid a salary in order that they may help to build up custom, getting acquainted with customers and acquiring their good will. A promise to forbear to solicit such customers and to deprive the employer of the advantage of that good will is reasonable.” (footnote omitted)

8 . The point was expressed colorfully in Barb-Lee Mobile Frame Co. v. Hoot, 416 Pa. 222, 224, 206 A.2d 59, 60 (1965):

“The fact that there was no evidence that Barb-Lee enjoyed such an extensive franchise did not deprive it of protection in the area the Court believed to be reasonable and sustainable. The man who wildly claims that he owns all the cherry trees in the country cannot be denied protection of the orchard in his backyard. A restrictive covenant, when it comes under the scrutiny of a court of equity, will be held to reasonable geographical and chronological boundaries, according to the realities of the situation.”

9 . Appellant seeks to distinguish Jacobson on the ground that

“the chancellor in that case did not have to construct an area of restraint; the employee’s oral contract, which had preceded his written contract, had related to the ‘Philadelphia office’ (427 Pa. at 442, 235 A.2d 612), which was the exact and specific area encompassed by the Order of the Court. That area was known and understood by both parties to be the area of the employee’s activity at the time the restrictive covenant was executed.”

Brief for Appellant, at 18-19.

We hardly see how this distinction aids appellant’s argument. The proposed criterion of “divisibility” focuses solely upon the language of the covenant and not at all on the understanding of the parties. Moreover, the proposed distinction actually cuts against appellant. In Jacobson, the employee’s area of activity was known at the time the covenant was executed and, therefore, the covenant could have been appropriately limited at that time. Here Aaron’s territory was not fixed at the outset and, in fact, continually expanded throughout the term of the agreement. Thus, it would not have been possible for Sidco to draft a geographical limitation which would both adequately protect its interests and omit all territory - which was unnecessary for its protection.

Jacobson is therefore solidly opposed to the position advocated by appellant.

See also Plunkett Chemical Co. v. Reeve, 373 Pa. 513, 95 A.2d 925 (1953) (covenant not to engage in the same line of business for one year with no limitation on the territorial coverage of the retraint enforced only in territory in which the employee operated as a salesman); Harris Calorific Co. v. Marra, 345 Pa. 464, 29 A.2d 64 (1942) (covenant not to sell competitive goods to customers of manufacturer enumerated on list construed to prohibit competition only as to particular plants enumerated and not other plants operated by same firms); Fisher v. Harger, 310 Pa. 398, 165 A. 655 (1933) (covenant not to engage “in the furniture business at any place within a radius of twenty-five miles from any point . . . where . . . [plaintiff] may be engaged in such business” construed to refer only to places of business in operation at the time of contracting).

10 . Although the vote was unanimous, Mr. Justice MANDERINO did not join the opinion but simply concurred in the result.

11 . Appellant also cites Smith's Appeal, 113 Pa. 579, 6 A. 251 (1886); Monongahela River Coal & Coke Co. v. Jutte, 210 Pa. 288, 59 A. 1088 (1904); Barb-Lee Mobile Frame Co. v. Hoot, 416 Pa. 222, 206 A.2d 59 (1965); and Albee Homes, Inc. v. Caddie Homes, Inc., 417 Pa. 177, 207 A.2d 768 (1965). These cases, however, provide no support for appellant because in each of them partial enforcement was granted, though the area of enforcement was defined simply by striking words from the covenant. Any comment on those cases upon a situation where a reasonable area could not be defined in that fashion was thus necessarily dictum.

12 . Not only does Trilog lack any opinion expressing the view of more than one Justice, but it was also decided that same day as Bettinger, an opinion joined by six Justices and inconsistent with appellant’s analysis. To the extent of any conflict, it is clear Bettinger must control.

But there may be no conflict. It is unclear that the conduct involved in Trilog would have been actionable under the most narrowly drawn covenant. Mr. Justice Manderino’s opinion specifically concluded that defendants had used no confidential customer information belonging to plaintiff and the situation does not appear to have involved appropriation of trade secrets or goodwill. If these were not involved, then the employer had no legitimate interest justifying equitable enforcement of the covenants there involved.

If this view of Trilog is correct, then it is consistent with Betiinger, but offers no support for appellant’s position.

13 . It is undoubtedly true that some of this loss would have resulted simply from Sidco’s loss of Aaron’s services even had he not begun soliciting his former customers for Grant. But the impossibility of separating the two sources of injury precludes any adequate remedy in damages. Since the injunction does not purport to require Aaron to return to Sidco’s employ, it simply prevents misappropriation of Sidco’s customer relationships. Thus the remedy is narrowly tailored to prevent wrongful injury to Sidco without reference to any injury caused simply by Aaron’s termination of his employment.