Northwest Podiatry Center, LTD. v. Ochwat, 990 N.E.2d 347

NPC is a closely held Illinois podiatry corporation with six offices; two NPC doctors left to form AFA, a competing practice.
Dr. Halihan signed an NPC employment agreement containing noncompete, privileges restriction, and solicitation restrictions, with a three-year term and potential extension by mutual consent.
Dr. Ochwat, a 37% NPC shareholder and officer, had no restrictive covenants with NPC.
In 2010, Ochwat and Halihan resigned from NPC and joined AFA; several NPC staff also left for AFA.
NPC sought injunctive relief to enforce covenants, protect fiduciary duties, and limit interactions with IPA; TRO issued restricting patient treatment during 2009–2010.
The trial court granted a broad preliminary injunction, including restricting treatment of NPC patients and, controversially, ordering Halihan to resign clinical privileges and prohibiting certain patient interactions.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Extension of Halihan contract	Halihan's contract extended by mutual consent (oral).	No valid extension; extension requires written mutual agreement per the contract.	Court held the contract was extended by mutual consent; no written extension required.
Privileges restriction ambiguity	Parol evidence should establish intended 36-month term for privileges restriction.	Privileges restriction lacks temporal limit and is overbroad.	Privileges restriction is overbroad without a temporal limit; ambiguity cannot justify enforcing a broader restraint.
NPC patient injunction	Court properly enjoined treating NPC patients to preserve status quo and prevent fiduciary breaches.	No basis to bar treatment of NPC patients beyond what was agreed; injunction too broad.	Patient injunction against treating current/former NPC patients is improper and must be reversed.
IPA injunction	Enjoining dealings with IPA necessary to deter fiduciary breach and protect NPC contract with IPA.	Injunction lacks temporal limit and overreaches beyond legitimate business interests.	IPA injunction upheld as to breadth; no error in granting relief to protect NPC's contract with IPA.

Mohanty v. St. John Heart Clinic, S.C., 225 Ill. 2d 52 (2006) (preliminary injunction standards; four-factor test)
Cambridge Engineering, Inc. v. Mercury Partners 90 BI, Inc., 378 Ill. App. 3d 437 (2007) (reasonableness of covenants; narrowly tailored to protect legitimate interests)
Lawrence & Allen, Inc. v. Cambridge Human Resource Group, Inc., 292 Ill. App. 3d 131 (1997) (reasonableness and scope of covenants)
Marwaha v. Woodridge Clinic, S.C., 339 Ill. App. 3d 291 (2003) (construction of restrictive covenants; ambiguities resolved against restriction)
Delta Medical Systems v. Mid-America Medical Systems, Inc., 331 Ill. App. 3d 777 (2002) (competition by former employees; fiduciary duties considerations)
Veco Corp. v. Babcock, 243 Ill. App. 3d 153 (1993) (fiduciary duties and continuing liability after termination)
Liebert Corp. v. Mazure, 357 Ill. App. 3d 265 (2005) (injunctive relief and misappropriation considerations)
Health Professionals, Ltd. v. Johnson, 339 Ill. App. 3d 1021 (2003) (restrictive covenants and enforceability standards)
Total Health Physicians, S.C. v. Barrientos, 151 Ill. App. 3d 726 (1986) (modification narrow: limited adjustment of overbroad covenants)
Terry v. State Farm Mutual Automobile Insurance Co., 287 Ill. App. 3d 8 (1997) (restrict contract construction; cannot rewrite covenant under guise of interpretation)