GR L 13699; (November, 1918) (CRITIQUE)
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THE AI-ASSISTED CRITIQUE
The Court correctly applies the modern rule of reasonableness to assess the restrictive covenant, moving beyond rigid per se rules against restraints on trade. However, the analysis falters by not explicitly grounding its finding of unreasonableness in the specific proportionality required between the employer’s legitimate protectable interests and the restraint’s scope. The opinion identifies the overbreadth—the covenant prohibits engagement in any business similar to the plaintiff’s multifarious enterprises—but does not methodically dissect why this fails the test of being “no greater than is necessary” for protection. A more robust critique would note the Court implicitly, but not expressly, finds the employer lacked a legitimate interest in restricting the employee from all its business lines, given the employee’s limited role and lack of pre-existing specialized knowledge in hemp. The leap from the facts to the conclusion of unreasonableness, while likely correct, is somewhat conclusory.

The Court’s reasoning on severability is sound but could be more precisely articulated. It correctly rejects the plaintiff’s argument that the court should simply enforce the covenant only as to the hemp business, holding that “the contract is to be construed as it stands, not as it might have been written.” This upholds the principle that courts will not rewrite an overly broad covenant to make it reasonable. The analogy to the indivisible gambling debt note (Reed vs. Reeves) supports the finding that the unlawful restraint is not severable, as the single, unitary promise covers both valid and invalid objects. This prevents the employer from benefiting from its own overreaching draftsmanship. A stronger critique might question whether this approach is unduly formalistic, as some jurisdictions might “blue-pencil” or partially enforce reasonable segments, but the Court’s conservative stance aligns with preventing coercion through oppressive contract terms.

The Court’s handling of the resignation clause is pragmatically justified but presents a subtle doctrinal tension. It finds the employee was constructively discharged due to “insulting treatment” but then holds he resigned under the contract’s specific clause, which kept the restrictive covenant “blind good.” This technical reading prevents the employee from using the employer’s breach as a complete defense to the covenant, forcing the covenant to stand or fall on its own reasonableness. This is a prudent avoidance of muddying the restraint-of-trade analysis with separate breach-of-contract issues. However, a critic could argue this gives undue weight to a contractual clause that, given the employer’s misconduct, might be viewed as unconscionable or against public policy in itself. The Court sidesteps this by focusing solely on the restraint’s scope, a efficient but potentially incomplete justice.