ADP, LLC, Appellant v. NICOLE RAFFERTY; ADP, LLC, Appellant v. KRISTI MORK
Nos. 18-1796 & 18-2603
UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT
Opinion Filed: April 26, 2019
PRECEDENTIAL. Argued: September 6, 2018
Before: HARDIMAN, KRAUSE, and BIBAS, Circuit Judges
On Appeal from the District Court of New Jersey (D.N.J. No. 2:18-cv-01922) Honorable Jose L. Linares, U.S. District Judge
On Appeal from the District Court of New Jersey (D.N.J. No. 2:17-cv-04613) Honorable Claire C. Cecchi, U.S. District Judge
Harris S. Freier, 494 Broad Street, Newark, NJ 07102
Timothy J. Lowe [Argued], James J. Giszczak, McDonald Hopkins, 39533 Woodward Avenue, Bloomfield Hills, MI 48304
Counsel for Appellant
John H. Schmidt, Jr. [Argued], Lindabury McCormick Estabrook & Cooper, 53 Cardinal Drive, P.O. Box 2369, Westfield, NJ 07091
Counsel for Appellees Nicole Rafferty and Kristi Mork
KRAUSE, Circuit Judge.
I. Introduction
In this appeal, we must determine whether certain restrictive covenants, which high-performing employees enter into as a condition of a stock award, constitute an impermissible restraint on trade under New Jersey law. We conclude that these restrictive covenants are not unenforceable in their entirety because they serve a legitimate business interest, but they may place an undue hardship on employees because they are overbroad. Accordingly, we will remand for the District Court to consider whether and to what extent it is necessary to curtail the restrictive covenants’ scope, which is the approach prescribed by the New Jersey Supreme Court when confronted with overbroad restrictive covenants such as these.
II. Factual Background
ADP, LLC (ADP) is a human capital management company that sells technology products and services related to payroll, human resources, benefits, talent management and recruiting to customers worldwide. ADP imposes restrictive covenants on its sales employees1 in two layers.
The second layer functions differently. High-performing ADP employees who meet their sales targets are eligible to participate in a stock-option award program, but only if they agree to an additional restrictive covenant known as the Restrictive Covenant Agreement (RCA). Participation by eligible employees in the stock option program, in other words, is voluntary but conditioned on their assent to the terms of the RCA. ADP does not attempt to impose the RCA on other employees or in circumstances outside of the stock award program. It is not imposed, for instance, as a condition of initial or continued employment or in connection with other employment milestones such as a promotion or transfer. Nor does it entitle ADP employees to any employment benefits beyond the compensation of the stock option award itself, such as more or different training or access to proprietary information.
The RCA is undisputedly more onerous than the SRA and NDA, and makes it more difficult for former employees bound by its restrictions to compete with ADP upon their separation from the company. Specifically, the RCA contains a strengthened non-solicitation provision (Non-Solicitation Provision), which prohibits employees—for a period of one year following their termination (voluntary or involuntary)—from soliciting any ADP clients to whom ADP “provides,” “has provided” or “reasonably expects” to provide business within the two-year period following the employee‘s termination from ADP. Rafferty JA 78. Thus, unlike the SRA, which only prohibits solicitation of those ADP clients with whom the former employees “w[ere] involved or exposed,” Rafferty JA 42, the RCA also prohibits solicitation of all current and prospective ADP clients. And while the SRA limits former employees’ solicitation of ADP‘s “marketing partners,” Rafferty JA 42, the RCA prevents former employees from soliciting ADP‘s “Business Partners,” which is defined to include “referral partners” in addition to “marketing partners,” Rafferty JA 76, 78.2
The RCA also contains a non-compete provision that is absent from the SRA and NDA (Non-Compete Provision): For a period of one year following their termination, employees will not “participate in any manner with a Competing Business anywhere in the Territory where doing so will require [them] to [either] provide the same or substantially similar services to a Competing Business as those which [they] provided to ADP while employed,” or “use or disclose ADP‘s Confidential Information or trade secrets.” Rafferty JA 78. The term “Territory” is defined as the “geographic area” where the employee worked
Appellees Nicole Rafferty and Kristi Mork are both former employees of ADP who, shortly after voluntarily leaving ADP, began working at Ultimate Software Group (Ultimate), a direct competitor of ADP. Rafferty and Mork each signed the SRA and NDA at the outset of their employment in Boston and Chicago, respectively, and each were eligible for and accepted restricted stock awards pursuant to the RCA over several consecutive years.3
III. Procedural History
After ADP learned that each of Appellees joined Ultimate upon leaving, it filed a motion for preliminary injunction against each of Rafferty and Mork in the District of New Jersey, seeking enforcement of the SRA, NDA, and RCA, and alleging breach of contract, breach of duty of loyalty, and unfair competition. Their cases were consolidated only for purposes of this appeal.
A. District Court Proceedings in ADP v. Rafferty (No. 18-cv-1922)
In ADP‘s action against Rafferty in the District of New Jersey, which was assigned to Judge Linares, ADP sought to justify the imposition of all three restrictive covenants. Relying on the sworn statement of an ADP executive, ADP argued that the SRA and NDA, for their part, contain reasonable restrictions designed to protect “the client relationships and the goodwill that sales associates will develop and help develop in the course of their job duties.” Rafferty JA 146. The RCAs, it urged, are similarly reasonable—albeit “more extensive“—because those employees that qualify for the stock award “demonstrate that they maintain the strongest personal relationships with their contacts at ADP and ADP‘s clients and prospects,” “generally are involved with and have the most information about the largest number of ADP‘s clients and prospects,” and have “demonstrated the greatest ability to attend to the specialized needs of ADP‘s clients quickly and with continuity.” Rafferty JA 147. Thus, because the loss of high-performing employees to a competitor poses a “particularly high risk to ADP with respect to interference with customer and prospect [sic] relationships,” ADP maintained that the “heightened restrictive covenants in the RCA provisions” are justified. Rafferty JA 148.
After a hearing, the District Court granted some of the relief requested by ADP.4 Acknowledging Solari Industries, Inc. v. Malady, 264 A.2d 53 (N.J. 1970), where the New Jersey Supreme Court articulated factors to determine whether a post-employment restrictive covenant is enforceable—including whether it “[1] simply protects the legitimate interests of the employer, [2] imposes no undue hardship on the employee, and [3] is not injurious to the public,” id. at 56—the District Court concluded that the RCAs
As to the enforceability of the SRA and NDA, however, the District Court reasoned that ADP had shown a likelihood of success because, under Solari, they serve a legitimate business interest in that they “are intended to protect [ADP]‘s confidential and proprietary information and client relationships,” and are “narrowly tailored” to that end.5 Id.
Because Rafferty had conceded at a hearing that the SRA and NDA were enforceable against her, the District Court did not further elaborate as to how those agreements satisfied the Solari factors.
B. District Court Proceedings in ADP v. Mork (No. 17-cv-4613)
In ADP‘s action against Mork, assigned to Judge Cecchi, ADP defended the enforceability of the RCAs on the same grounds. Specifically, it put forth a declaration to support its position that those who receive restricted stock “have extensive contact with ADP clients because they sell the most ADP products and service[s] and are the most successful sales associates,” Mork JA 103, and “maintain the closest personal relationships with the key contacts and personnel” of ADP‘s clients and prospects, id., and thus “possess the greatest potential to disrupt ADP‘s relationships with its clients and prospective clients, [and] to harm the goodwill ADP has generated in the market,” id.
The District Court rejected those arguments, adopting Judge Linares’ reasoning in Rafferty in full, and concluding that “due to the RCA‘s problematic nature and questions concerning their ultimate legitimacy as undue restraints on trade, [ADP] has not shown a substantial likelihood of success on the merits as to its claims under the RCAs.” ADP, LLC v. Mork, No. 17-4613 (CCC-MF), 2018 WL 3085215, at *4 (D.N.J. June 22, 2018).
IV. Discussion
We review the District Court‘s denial of a preliminary injunction for abuse of discretion and any underlying legal questions de novo.6 Am. Tel. & Tel. Co. v. Winback & Conserve Program, Inc., 42 F.3d 1421, 1427 (3d Cir. 1994). The four-factor preliminary injunction standard requires the moving party first to demonstrate a reasonable likelihood of success and that it would likely suffer irreparable
Applying New Jersey law, we conclude that both tiers of ADP‘s restrictive covenants further legitimate business interests and otherwise comply with the state‘s public policy. Where, as here, a district court‘s assessment of the merits rests on “an erroneous view of the applicable law,” its denial of a preliminary injunction cannot stand. Am. Tel. & Tel. Co., 42 F.3d at 1427 (citation omitted). Accordingly, we will vacate the District Court‘s order and remand for the District Court to blue pencil the agreements and reconsider the four-factor preliminary injunction standard.
A. New Jersey Law
New Jersey has evolved from invalidating overbroad restrictive covenants outright to presumptively “compress[ing] or reduc[ing]” their scope “so as to render the covenants reasonable.” Karlin v. Weinberg, 390 A.2d 1161, 1168 n.4 (N.J. 1978); see Maw v. Advanced Clinical Commc‘ns, Inc., 846 A.2d 604, 608-09 (N.J. 2004). Known as partial enforcement or blue penciling,7 this rule favors granting “that limited measure of relief within the terms of the noncompetitive agreement” that (1) protects a legitimate business interest, (2) does not unduly burden an employee, and (3) adheres to the public interest. Solari, 264 A.2d at 61. As detailed below, by eschewing a dichotomous choice between enforcement and invalidation, New Jersey aims to fulfill a restrictive covenant‘s lawful objectives while nevertheless ensuring that such agreements do not unreasonably hinder competition or employee mobility. See Maw, 846 A.2d at 609.
For more than a century, New Jersey has upheld restrictive covenants in employment agreements, see Sternberg v. O‘Brien, 22 A. 348, 349-50 (N.J. Ch. 1891); Mandeville v. Harman, 7 A. 37, 41 (N.J. Ch. 1886), but the state initially applied an inflexible rule rendering overbroad covenants completely unenforceable, Althen v. Vreeland, 36 A. 479, 481 (N.J. Ch. 1897) (reasoning that a restrictive covenant “if enforced at all, it must be enforced according to its terms“). The doctrine evinced a judicial reluctance to modify agreements; under this view, “distill[ing] from the broad generalities” in a restrictive covenant “narrower and more meaningful restrictions would constitute no less than a rewriting of the provision.” Hudson Foam Latex Prods., Inc. v. Aiken, 198 A.2d 136, 141 (N.J. Super. Ct. App. Div. 1964); see Mandeville, 7 A. at 38. Secondary doctrines lessened the harshness of the complete-invalidation rule by allowing for the enforcement of “divisible” clauses or subsets, see Creter v. Creter, 145 A.2d 149, 153-54 (N.J. Super Ct. App. Div. 1958), but these exceptions “exalted formalisms and rewarded artful draftsmanships,” Solari, 264 A.2d at 60.
In its seminal decision in Solari Industries, Inc. v. Malady, 264 A.2d 53 (N.J. 1970), the New Jersey Supreme Court jettisoned the complete-invalidation rule,
Following Solari, New Jersey courts have strived, if possible, to salvage restrictive covenants, construing the opinion‘s three-part test as rarely justifying the total invalidation of a restrictive covenant. See, e.g., Coskey‘s Television & Radio Sales & Serv., Inc. v. Foti, 602 A.2d 789, 793, 796 (N.J. Super. Ct. App. Div. 1992) (blue penciling a restrictive covenant that had “devastating effects” on the employee and “only limited” effects on the employer to permit “substantially narrower enforcement“). As to what business interests qualify as “legitimate,” Solari, 264 A.2d at 61, an “employer has no legitimate interest in preventing competition as such” or simply prohibiting an employee from exercising her “general knowledge” within the industry, Whitmyer Bros., Inc. v. Doyle, 274 A.2d 577, 581 (N.J. 1971); see Ingersoll-Rand Co. v. Ciavatta, 542 A.2d 879, 892-93 (N.J. 1988). But New Jersey courts have stressed that employers have “patently legitimate” interests in their trade secrets, confidential business information, and customer relationships.8 Whitmyer Bros., 274 A.2d at 581; Cmty. Hosp. Grp., 869 A.2d at 897. As long as the restrictive covenant reasonably protects one of these matters, the employer has adduced a “strong” business interest. Ingersoll-Rand, 542 A.2d at 892.
Most relevant here, in A. T. Hudson & Co., Inc. v. Donovan, 524 A.2d 412 (N.J. Super. Ct. App. Div. 1987), the Appellate Division enforced a management consulting firm‘s restrictive covenant to protect its former employee‘s client relationships. Id. at 416. The restrictive covenant, the court recognized, safeguarded the “significant investment of time, effort and money” the consulting firm expended “soliciting clients and developing projects for their benefit.” Id. A restrictive covenant protects this substantial investment in a discrete set of clients, especially for employees who maintained close, continual contact with the employer‘s business partners. See id. at 413-14, 416; Coskey‘s, 602 A.2d at 795.
The other two Solari factors—undue hardship and the public interest—likewise rarely favor the complete nullification of a restrictive covenant. The second Solari factor‘s focus on undue hardship lends itself to blue penciling, not complete invalidation. Seldom could an employee credibly contend that, even where an employer has proffered a legitimate business purpose, any enforcement of a restrictive covenant would pose an undue burden. See Ingersoll-Rand, 542 A.2d at 892 (a court must balance the employer‘s interest against the hardship inflicted). And under the “public interest” factor, New Jersey has recognized only two professions for which a client‘s freedom to choose or the “uniquely personal” nature of the relationship militate against enforcing any restrictive covenant. Comprehensive Psychology Sys., P.C. v. Prince, 867 A.2d 1187, 1190 (N.J. Super. Ct. App. Div. 2005) (psychologists); see Jacob v. Norris, McLaughlin & Marcus, 607 A.2d 142, 151 (N.J. 1992) (attorneys); Cmty. Hosp. Grp., 869 A.2d at 895 (noting that “[e]xcept for attorneys and . . . psychologists, our courts have consistently utilized a reasonableness test to determine the enforceability of restrictive covenants” (internal citations omitted)).
Simply put, New Jersey accepts that “non-compete agreements are a common part of commercial employment,” and its Solari framework “recognizes that noncompete agreements can serve a useful purpose so long as the agreement is not unreasonable.” Maw, 846 A.2d at 609. To ensure that such agreements remain reasonable, New Jersey courts do not hesitate to blue pencil a covenant but will rarely invalidate one in full. See, e.g., Cmty. Hosp. Grp., 869 A.2d at 899-900.
B. Application to the RCA
Mindful of New Jersey‘s strong preference for blue penciling, we turn to whether ADP‘s second tier of restrictive covenants, the RCA, is wholly invalid. In evaluating the RCA, we consider (1) whether ADP has a legitimate business interest in imposing the RCA in exchange for participation in its stock-option award program; (2) if so, whether that legitimate business interest is negated because the RCA, which is imposed on a subset of ADP employees, is layered on top of the SRA and NDA, which are imposed on all employees; (3) whether the breadth of the RCA imposes a level of hardship on employees so great as to render it entirely unenforceable; and (4) whether, on balance, the RCA is injurious to the public.
1. The RCA Serves a Legitimate Business Interest
The enforceability of the RCA, a supplemental layer of restrictive covenants that are imposed on only those ADP employees
The preservation of client relationships and the goodwill they generate are among the business interests that New Jersey courts consistently recognize as legitimate and worthy of protection. See Whitmyer, 274 A.2d at 581; A. T. Hudson & Co., 524 A.2d at 415. As a client services business, ADP‘s viability depends on its ability to attract—and retain—its clients. And by setting sales goals for its employees and identifying the subset of employees that meet or exceed those goals, ADP has the ability to empirically measure which of its employees have more extensive client contact. Employees can achieve this more extensive client contact in one of two ways—by virtue of selling to a greater number of customers or by selling more products to a smaller number of customers. Either way, post-termination competition from those employees or their solicitation of ADP‘s clients and Business Partners would pose a greater threat to ADP‘s business than would that of employees who failed to meet their sales goals and thus, necessarily, have less contact with ADP‘s clients. ADP therefore has a legitimate business interest in imposing the RCA on this subset of employees, and the RCA‘s heightened restrictive covenants, over and above those in the SRA and NDA, are reflective of the greater damage those employees could inflict on ADP upon their departure.
2. Selective Imposition of the RCA Does Not Negate ADP‘s Legitimate Business Interests
Appellees additionally argue, and the District Courts agreed, that any legitimate interest in protecting client relationships that the RCA may serve is negated by virtue of the fact that it is selectively imposed on a subset of ADP employees as a second layer of restrictive covenants, and is not conditional of anything other than receipt of the stock award itself. They argue that because the acceptance of the RCA was not a condition of initial or continued employment, it did not entitle the employees to access any “additional” or “different” confidential information, such as client lists, Rafferty Br. 19-20, and was not tied to any specific employment milestones, the imposition of the RCA bespeaks an intent to “prevent[] competition as such,” Whitmyer, 274 A.2d at 581, rendering any proffered legitimate business interest mere pretext.
Appellees’ argument largely relies on the reasoning set forth in Laidlaw, which held that a restrictive covenant tied to a stock-option award was an unenforceable restraint of trade under New Jersey law because its “primary purpose” was “to buy out potential competition.” 20 F. Supp. 2d at 763. Framing the issue in colloquial terms, the district court noted that businesses typically require prospective employees to sign restrictive covenants that say, in effect:
We want to hire you. But if you come work for us, you will obtain confidential information and develop customer relationships while working here. After you leave us, we do not want you to go out and use that information and those relationships to harm us. So if you want to work for us, you have to first promise
that you will not compete against us for a period after you leave us.
Id. at 763. Because the restrictive covenant was not a condition of “employment, obtaining a particular position within the Company, receiving confidential information, or the opportunity to develop customer relationships,” and instead the employees bound by it had begun receiving proprietary information and developing client relationships before agreeing to its terms, the district court concluded that they served no legitimate business interest and were per se unenforceable. Id. at 763-65.
We, like most courts that have confronted this issue,9 are not persuaded by Laidlaw and decline to adopt its reasoning.10 And while the New Jersey Supreme Court has acknowledged that it may be “difficult to draw” the line between a corporation‘s legitimate attempts to protect its client relationships and illegitimate attempts to lay claim to the “general skills and knowledge of a highly sophisticated employee,” Ingersoll-Rand, 542 A.2d at 894, we do not perceive a bright line rule that restrictive covenants are unenforceable restraints on trade if imposed selectively and as a second layer—the rule apparently endorsed by the Laidlaw court and the District Courts here—to be consistent with Solari and its progeny.
For one, ADP‘s two-tiered system of binding only a subset of high-performing employees necessarily amounts to less of a restraint on trade than a single-tier system
Nor are we persuaded that because “[p]articipation in ADP‘s incentive stock awards was entirely voluntary,” Mork Br. 26, and because ADP does not penalize its qualifying employees for declining to accept the award and accompanying RCA, “the primary purpose of the stock-option non-competes is not to protect [ADP‘s] legitimate interests, but to buy out potential competition,” Laidlaw, 20 F. Supp. 2d at 763. For starters, we find the premise of this argument itself questionable, for ADP employees who decline to agree to the RCA are penalized in that they must forego the compensation award that they otherwise have earned. But more fundamentally, ADP‘s decision not to further penalize employees for rejecting the RCA is not proof that the RCA is “principally directed at lessening competition.” Ingersoll-Rand, 542 A.2d at 889 (citation omitted). Rather, as reflected in the declarations of ADP‘s witnesses, it manifests a reasonable business judgment as to how to best balance its employees’ and the public‘s need for free competition with its own need to protect its legitimate business interests.11
In concluding that ADP‘s interests are strong enough to warrant enforcement of its RCA, we do not disregard the fact that Appellees may have countervailing interests, including that they have acquired skill and expertise while working at ADP that have “become part of the[ir] person,” and that now “belong to [them] as [individuals] for the transaction of any business in which [they] may engage.” Id. at 892 (citation omitted). As the New Jersey Supreme Court instructs, however, under these circumstances
3. Undue Hardship
Under New Jersey law, “[e]ven if the covenant is found enforceable” because it serves legitimate business interests, “it may be limited in its application concerning its geographical area, its period of enforceability, and its scope of activity” so that those interests are not outweighed by the hardship the covenant inflicts on the employee. Coskey‘s, 602 A.2d at 793 (citations omitted). To determine whether and to what extent the RCA must be blue penciled, the Court must “balance the employer‘s need for protection and the hardship on the employee that may result.” Ingersoll-Rand, 542 A.2d at 894.
We acknowledge that the enforcement of the RCA would impose some level of hardship on former ADP employees who want to market themselves in the same field in which they have previously worked. After all, it would require them to refrain from soliciting business from anyone “with whom ADP reasonably expects business within the two (2) year period following [their] . . . termination of employment,” and to refrain from working “in any manner with a Competing Business anywhere in the Territory where doing so will require [them]” to either “provide the same or substantially similar services to a Competing Business as those which [they] provided to ADP while employed,” or “use or disclose ADP‘s Confidential Information or trade secrets.” Rafferty JA 78. “The question remains, however, whether this hardship [is] ‘undue,’ when balanced against the legitimate interest of the employer.” Coskey‘s, 602 A.2d at 794.
Many courts considering the enforceability of the RCA, including Judge Linares in a decision three years before the case presently before us, have concluded, at the very least, that “restricting [former ADP employees] from soliciting prospective clients—of which [they] did not gain knowledge of [sic] through ADP“—is not a reasonable covenant provision. ADP, LLC v. Jacobs, No. 2:15-3710 (JLL) (JAD), 2015 WL 4670805, at *5 (D.N.J. Aug. 5, 2015); see also ADP, LLC v. Lynch, Nos. 2:16-1053 (WJM), 2:16-01111 (WJM), 2016 WL 3574328, at *7-*9 (D.N.J. June 30, 2016), aff‘d, 678 F. App‘x 77, 80 (3d Cir. 2017); ADP, LLC v. Manchir, No. M2016-02541-COA-R3-CV, 2017 WL 5185458, at *6-*9 (Tenn. Ct. App. Nov. 8, 2017). Others have deemed heavier blue penciling necessary to render the RCA not unduly burdensome, by, inter alia, limiting the restricted “Territory” in the non-compete in terms of both geographic area and market share, see ADP, LLC v. LeNoble, No. ESX-C-117-16 (Ltr. Op. N.J. Super. Ct. Ch. Div. Jan. 24, 2018) (Rafferty JA 930) (“The Court finds that the non-competition clauses in this matter should be limited to both the northwest Chicago suburbs and to employers with fewer than fifty employees.“), or by “blue pencil[ing] the geographic restriction [contained in the non-compete clause] into the non-solicitation clause,” ADP, LLC v. Hopper, No. ESX-C-23-16, (Oral Op. N.J. Super. Ct. Ch. Div. June 30, 2017) (Rafferty JA 809).
Here, ADP concedes—perhaps in light of these decisions—that the non-solicitation provision of the RCA is overbroad and must be blue penciled to the extent that it restricts employees from soliciting prospective clients “of which [Appellees] did not gain knowledge of [sic] through ADP.” ADP Rafferty Br. 19 (quoting Jacobs, 2015 WL 4670805, at *5). The District Courts, however, having concluded that the RCA was unenforceable per se, did not have occasion to consider the effect of this concession or the extent to which the RCA could be blue penciled to avoid an undue burden on Appellees.
They also did not have an opportunity to consider other facts relevant to the extent of the hardship Appellees will suffer if the RCA is enforced, including whether it would preclude the employee from being able to earn a living in his or her occupation,12 see Karlin, 390 A.2d at 1169, and the fact that both Appellees voluntarily resigned from ADP and chose to immediately join Ultimate, a direct competitor, thereby arguably “br[inging] any hardship upon [themselves],” Cmty. Hosp. Grp., 869 A.2d at 898.
In short, the undue hardship factor, too, counsels in favor of blue penciling and, in any event, compels a remand for the District Court to determine in the first instance the extent of the employees’ hardship and the specific revisions that could be made to render the RCA reasonable under the circumstances.
4. Injury to the Public
The final Solari factor instructs courts to consider the fact that “enforcement of the restriction should not cause harm to the public.” Id. (citing Karlin, 390 A.2d at 1161). Because this case contains “no major public component,” the imposition of restrictive covenants here creates no injury to the public in the nature of “the rights of the public to have free access to the advice of professionals licensed by the State,” Coskey‘s, 602 A.2d at 793, as it may, for example, in the context of physicians and accountants, see Karlin, 390 A.2d at 1169-70 (physicians); Schuhalter v. Salerno, 653 A.2d 596, 600 (N.J. Super. Ct. App. Div. 1995) (accountants). Here, the public interest points both ways—towards the employees’ ability to use their marketable skills and the employer‘s interest in protecting its goodwill and client relationships—and is ultimately equivocal. Thus, we are confident that the approach outlined above balances the relative interests of ADP and Appellees in a way that comports with the public interest, including the clear preference under New Jersey law to modify overbroad restrictive covenants rather than nullify them outright.
* * *
Having concluded that the RCA is not a per se unenforceable restraint on trade and that each of the Solari factors favors at least partial enforcement, we will leave the next steps concerning appropriate balancing and blue penciling in the capable hands of the District Courts.
V. Conclusion
For the foregoing reasons, we will vacate the judgment of the District Courts and will remand for further proceedings consistent with this opinion.