Centurion Service Group, LLC v. Eric Wilensky, C.A. No. 2022-0422-MTZ

Centurion Service Group, LLC sued former employee Eric Wilensky for breach of Section 5(a) of his Employment Agreement, a broad non‑competition provision.
Section 5(a) prohibits Wilensky for the Term plus two years after termination from engaging in any business that is Centurion’s "Business" or a "Competitive Activity" in the "Restricted Area." "Business" and "Restricted Area" include actual and actively planned activities during Wilensky’s long (≈17‑year) tenure; "Restricted Area" includes the United States (and foreign areas where Centurion is then soliciting or planning to solicit).
Wilensky moved to dismiss the single breach count, arguing Section 5(a) is unenforceable as overbroad in geographic and temporal scope, vague, and not supported by a legitimate economic interest.
The Court considered choice of law (Delaware vs. Illinois), concluded Delaware law governs the restrictive‑covenant inquiry, and proceeded under Delaware standards for enforceability.
Applying Delaware law, the Court held the covenant’s combination of nationwide scope (plus foreign areas) and two‑year duration—tied to any activity Centurion then did or planned to do during Wilensky’s lengthy term—was unreasonable and not justified by a particularly strong economic interest.
The Court ruled Section 5(a) unenforceable, declined to blue‑pencil the provision, and granted Wilensky’s motion to dismiss the breach claim.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Choice of law	Delaware choice‑of‑law clause should control	Illinois has the greater interest so Delaware clause should not displace Illinois law	Delaware law governs; choice‑of‑law issue does not change outcome
Geographic & temporal scope reasonableness	Two‑year restriction is reasonable; "Restricted Area" limits scope to areas where Centurion operates or plans to operate	Covenant is nationwide (and potentially global) and tied to any planned activity during a 17‑year term, making it overbroad	Covenant is unreasonable when assessed holistically (geography + duration)
Legitimate/protectable interest	Centurion needs protection for customer relationships, deals, and confidential lists accessed by Wilensky	Alleged interests are vague, ordinary employee access claims; no showing of a "particularly strong" interest that would justify a nationwide 2‑year ban	Centurion failed to show a particularly strong economic interest warranting enforcement
Blue‑penciling vs. invalidation	If overly broad, court can narrow the covenant to make it enforceable	Overbreadth is structural; narrowing would rewrite the parties’ bargain and is improper	Court declined to blue‑pencil and invalidated Section 5(a) in full

Faw, Casson & Co. v. Cranston, 375 A.2d 463 (Del. Ch. 1977) (agreements not to compete must be closely scrutinized)
Kuhn Constr., Inc. v. Diamond State Port Corp., 990 A.2d 393 (Del. 2010) (contract terms must be given effect so no part is mere surplusage)
Focus Fin. Partners, LLC v. Holsopple, 241 A.3d 784 (Del. Ch. 2020) (choice‑of‑law clause may yield to another state’s law when that state has materially greater interest)