Clause wasn’t narrowly tailored to address harm

A software company could not enforce language in a former executive’s employment agreement that purported to extend the duration of an anti-raiding provision based on his alleged violation of a non-disparagement clause, a Superior Court judge has decided.

Defendant Scott Wilson left his employer, plaintiff LogicManager, in August 2021 to go work for a non-competitor. His employment agreement had a provision stating that should he breach any of its restrictive covenants, all such covenants would be extended by a year.

When Wilson allegedly sought to recruit two LogicManager employees to join his new company after the one-year anti-raiding provision expired, LogicManager sued him for breach of contract and Chapter 93A violations.

In doing so, it sought to invoke the extension, claiming it was triggered by negative comments it claimed he posted or caused to be posted about the company on the Glassdoor website in violation of his non-disparagement agreement while the restrictions were still in force.

But Judge Michael D. Ricciuti disagreed, applying reasoning from a 2020 Supreme Judicial Court decision, Automile Holdings, LLC v. McGovern.

“[Automile] suggests that in the employment context, an extension of an otherwise agreed-to time frame for a restrictive covenant must be narrow in scope and carefully tailored to address the harm engendered by a violation,” Ricciuti wrote, dismissing LogicManager’s claims. “[The extension...

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