Prairie Rheumatology Associates, S.C. v. Francis, 24 N.E.3d 58

Prairie Rheumatology Associates (PRA) employed Dr. Maria Francis under a Physician Agreement (effective April 9, 2012) that included a 2‑year, 14‑mile postemployment noncompete and a promise to assist with hospital privileges, pay hospital dues, introduce referral sources, and consider Francis for partnership after 18 months.
Dr. Francis worked for PRA from April 16, 2012, to November 22, 2013 (≈19 months) and treated 1,118 patients; about 136 had followed her from her prior practice; most new patients were referred by physicians.
After resigning, Francis began practicing at Hinsdale Orthopedics’ New Lenox office (9 miles from PRA’s office, adjacent to Silver Cross Hospital), and PRA sought a preliminary injunction enforcing the covenant.
The trial court found the covenant ancillary and supported by adequate consideration, enjoined Francis from treating PRA’s current patients, but allowed her to treat her prior patients and future patients/public.
On appeal, PRA argued the covenant should be enforced against future patients/public; Francis cross‑appealed arguing the covenant lacked adequate consideration.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether covenant had adequate consideration	PRA: continued employment plus promised assistance (hospital privileges, introductions, partnership opportunity) sufficed	Francis: employment was less than 2 years and promised benefits were not delivered, so consideration inadequate	Held: Inadequate consideration — covenant unenforceable
Whether covenant ancillary to employment	PRA: covenant is ancillary to employment agreement	Francis: did not dispute ancillarity at issue; primary dispute was consideration	Held: Court assumed ancillarity but found failure on consideration so did not reach full reasonableness analysis
Whether injunction proper to protect PRA’s patients	PRA: enforcement necessary to protect current and future patient base and referrals	Francis: injunction not warranted because covenant invalid and PRA provided little assistance/referrals	Held: Preliminary injunction improperly issued for current patients (reversed); denial as to former/future patients affirmed
Public interest / hardship balance	PRA: enforcement serves business interest, prevents patient diversion	Francis: enforcement would unduly burden physician and public access threatens patient care	Held: Because covenant lacked consideration, court did not decide public‑interest prong on merits; injunction reversed in part

Reliable Fire Equipment Co. v. Arredondo, 2011 IL 111871 (Ill. 2011) (adopts three‑part reasonableness test for noncompetition covenants)
Mohanty v. St. John Heart Clinic, S.C., 225 Ill. 2d 52 (Ill. 2007) (validity of restrictive covenant is question of law)
McRand, Inc. v. Van Beelen, 138 Ill. App. 3d 1045 (Ill. App. Ct. 1986) (continued employment for substantial period can supply consideration)
Lawrence & Allen, Inc. v. Cambridge Human Resource Group, Inc., 292 Ill. App. 3d 131 (Ill. App. Ct. 1997) (court must find ancillarity and adequate consideration before reasonableness analysis)
Curtis 1000, Inc. v. Suess, 24 F.3d 941 (7th Cir. 1994) (continued‑employment consideration may be illusory for at‑will employees)
White v. Village of Homewood, 256 Ill. App. 3d 354 (Ill. App. Ct. 1993) (definition of valuable consideration)
Millard Maintenance Service Co. v. Bernero, 207 Ill. App. 3d 736 (Ill. App. Ct. 1990) (restrictive covenant unenforceable unless adequate consideration shown)