Background
Bradford Health Services, LLC, a multi-state addiction treatment provider, hired Chandler Keel in March 2023 as Vice President of Business Development. He was promoted to Chief Marketing Officer in January 2024 with a base salary of $230,000. Keel’s employment relationship was governed by two overlapping agreements: an Offer Letter containing a six-month post-employment noncompete, and a Limited Partnership Agreement (LPA) he joined through an Incentive Securities Agreement (ISA) when he received equity units. The LPA classified Keel as a “National Restricted Partner” subject to a two-year post-employment noncompete covering every state where Bradford operated or had evaluated expansion in the preceding six months, plus a 200-mile radius around any Bradford facility.
In early 2025, while still employed at Bradford, Keel began negotiating with three direct competitors in the addiction treatment space: Recovery Centers of America (RCA), Alsos Behavioral Health, and Advaita Health Ventures. Bradford counteroffered a compensation package of $470,000 to retain Keel; he accepted and told Bradford’s CEO he was “happy to be firmly planted here moving forward”—and then continued negotiating with Alsos two days later. Keel signed a consulting agreement with Alsos on June 10, 2025, to serve in a role “equivalent to a full-time Chief Marketing Officer” for over $7,000 per week. He gave Bradford notice on June 19, claiming “good reason” resignation and demanding noncompete waiver and severance.
After his final day at Bradford on July 11, 2025, Keel’s misconduct deepened. He shared a Bradford internal site visit report with Alsos before he even left. He later provided Advaita with Bradford’s proprietary CEO/Executive Director Scorecard, Business Development Manual, and Admissions Manual—sending them with the note they were “shared for your eyes only.” He also contracted with RCA to conduct a feasibility and market-strategy analysis of five states for a $35,000 fee. Bradford sent a cease-and-desist in October 2025 and filed suit the following month seeking injunctive relief and damages.
The Court’s Holding
The Court of Chancery granted the preliminary injunction. Applying Delaware law pursuant to the LPA’s choice-of-law clause—and finding Kentucky (Keel’s home state and the presumed default jurisdiction) has no public policy against enforcing restrictive covenants that would override that choice—the Court found Bradford demonstrated a reasonable probability of success on its claims that Keel breached both the noncompete and confidentiality provisions of the LPA. The Court did not reach the Offer Letter’s more limited restrictions, as the LPA alone was sufficient to support the requested relief.
On enforceability of the noncompete, the Court found the two-year duration well within Delaware’s recognized norm—courts routinely uphold noncompetes of two to five years—and the geographic scope reasonable in light of Bradford’s actual business model. Because Bradford’s commercial viability depends on state-specific insurance environments, delineating restricted territory by state rather than by mileage alone was rationally grounded. The Court further noted that courts assess scope at the time of enforcement, not merely at contracting, and that Bradford had in fact expanded into additional states during Keel’s tenure, filling out much of the restricted area.
On the confidentiality claim, the Court found the record showed a straightforward violation: Keel transmitted Bradford’s internally developed operational documents—its site visit report, admissions manual, and executive scorecard—to competitors while those documents fell squarely within the LPA’s definition of Confidential Information. The Court noted Keel’s own instruction that the materials were “shared for your eyes only” undercut any argument the disclosures were inadvertent or immaterial.
Key Takeaways
- LPA restrictive covenants accepted as part of an equity grant can be substantially broader than noncompetes in an offer letter; both instruments can coexist, with the LPA controlling where it covers the same subject matter.
- Delaware will honor a contractual choice-of-law clause selecting Delaware law unless the default state both has a conflicting public policy and a materially greater interest in the dispute; where the default state (here, Kentucky) enforces noncompetes, neither exception is met.
- A two-year, multi-state noncompete for a senior executive with access to operational, marketing, and expansion strategy is enforceable in Delaware, particularly when geographic scope tracks the employer’s actual market footprint and insurance-driven business model.
- Transmitting an employer’s proprietary operational manuals and internal reports to competitors is strong evidence of a confidentiality-covenant breach warranting injunctive relief.
- Accepting a retention offer while secretly finalizing a competing employment arrangement does not immunize an employee from breach claims; it may strengthen the employer’s equity arguments.
Why It Matters
This decision is a useful data point for practitioners advising employers who grant equity to senior employees: the restrictive covenants in a partnership or LLC agreement are typically more durable and harder to attack than those in a standalone employment contract, and Delaware courts will enforce them as written when scope is tethered to legitimate business geography. Companies in fragmented, multi-state service industries—where market entry depends on state-by-state regulatory and payer environments—can define “Applicable Area” by state rather than mileage and still satisfy Delaware’s reasonableness test.
For counsel advising departing executives, the case is a cautionary tale on sequencing: Keel’s decision to accept Bradford’s retention offer, continue negotiating with competitors, share proprietary documents before his departure date, and claim “good reason” resignation in the same breath created a factual record that made the preliminary-injunction showing straightforward. The opinion underscores that Delaware courts scrutinize both the contractual text and the equitable conduct of the parties when weighing injunctive relief.