Background
Edward Litke, a commercial insurance broker, sold his agency to Rosenthal Bros., Inc. in 2019 and signed a five-year employment agreement containing noncompetition and nonsolicitation provisions. After Rosenthal’s business was acquired, Litke became an employee of The Baldwin Group Southeast, LLC. In 2023, during a companywide electronic recertification process, Litke’s password-protected Workday account was used to sign a separate protective agreement imposing 24-month restrictions concerning certain customers, prospective customers, personnel, and confidential information.
Litke’s original employment agreement reached the end of its initial term, but he continued working for Baldwin until the company terminated him without cause on December 1, 2025. He then formed a competing insurance firm and began servicing some former Baldwin clients. Litke sued for declaratory and injunctive relief, principally seeking freedom from the restrictive covenants and orders preventing defendants from interfering with his business. Defendants counterclaimed and also sought an injunction. The circuit court denied both sides’ preliminary-injunction motions, and only Litke appealed.
The Court’s Holding
The appellate court affirmed the denial of Litke’s requested preliminary injunction. It held that Litke failed to raise a fair question that he was likely to succeed on his claim that the 2023 protective agreement was unenforceable. For purposes of the appeal, Litke assumed that he electronically signed that agreement. The court concluded that its conflict provision was not substantively unconscionable, its restrictive covenants were not impermissibly overbroad, and more than two years of continued employment supplied adequate consideration under Illinois law.
The court also rejected Litke’s argument that the parties’ continuation of his employment after the original agreement’s five-year term created a renewed agreement whose integration clause superseded the 2023 protective agreement. Continued employment did not establish an intent to eliminate the later agreement, which required a signed writing for modification. Separately, Litke failed to raise a fair question of irreparable injury: he had created a competing brokerage and obtained business from approximately 96 former Baldwin clients, while presenting no evidence that defendants had disparaged him, interfered with customers, or improperly delayed requested records.
The court emphasized that the interlocutory appeal did not finally decide the parties’ contractual rights or the merits of the underlying litigation. It decided only that Litke had not established the requirements for the extraordinary remedy of a preliminary injunction.
Key Takeaways
- A later protective agreement may impose obligations alongside an earlier employment agreement, even when the agreements contain different post-employment restrictions.
- More than two years of continued employment after execution of restrictive covenants constituted adequate consideration under the Illinois Freedom to Work Act.
- Speculative interference or business harm does not establish irreparable injury, particularly when the employee has successfully formed a competing business and attracted former clients.
Why It Matters
The order illustrates how Illinois courts assess customer-based restrictive covenants at the preliminary-injunction stage. Defined restrictions tied to customers, prospects, and activity known to or supervised by the employee may survive an overbreadth challenge even without a narrow geographic boundary.
The decision also underscores the limited nature of interlocutory injunction review. Although the appellate court evaluated the agreements sufficiently to assess Litke’s likelihood of success, its Rule 23 order did not finally adjudicate enforceability and is nonprecedential except in the limited circumstances permitted by Illinois Supreme Court Rule 23(e)(1).