Yehuda STEINER, et al., Appellants, v. AMERICAN FRIENDS OF LUBAVITCH (CHABAD), et al., Appellees.
Nos. 14-CV-1427 & 15-CV-1203
District of Columbia Court of Appeals.
Argued October 27, 2016. Decided February 1, 2018
176 A.3d 1246
Beckwith, Associate Judge
Andrew M. Grossman, with whom Paul M. Levine was on the brief, for appellees.
Before Beckwith and Easterly, Associate Judges, and Farrell, Senior Judge.
This case raises the question whether a noncompete and noninterference clause in a religious minister‘s employment contract may be enforced by a preliminary injunc-
The Steiners challenge the injunction on five separate grounds, arguing that the trial court lacked subject-matter jurisdiction, that it abused its discretion by issuing the injunction, that it erred in applying the doctrine of equitable reformation to the noncompete clause, that the injunction violated the Free Exercise Clause of the First Amendment and the Religious Freedom Restoration Act, and that Rabbi Steiner‘s wife, Rivky Steiner, was not a party to the contract and was therefore improperly enjoined.
We conclude that the trial court had subject matter jurisdiction to issue the injunction. We also formally adopt the doctrine of equitable reformation to modify contract provisions, but hold that the trial court‘s equitable revision of the noncompete clause in this case exceeded the bounds of that doctrine by describing the activities the Steiners were precluded from engaging in using broader language than the terms of the employment contract itself and thus effectively expanding the scope of the restrictions contained in the noncompete clause. We therefore vacate the injunction and remand for a determination of what, if any, provisions of the modified preliminary injunction remain enforceable consistent with this opinion. We also remand for a determination as to whether Rivky Steiner could be properly enjoined, should any provisions remain enforceable.
I. Background
The appellants, Rabbi Yehuda Steiner and his wife Rivky Steiner, belong to Chabad-Lubavitch, an Orthodox Jewish movement centered in Brooklyn, New York. They moved to the District of Columbia in 2008 when Rabbi Steiner was hired by American Friends of Lubavitch—a nonprofit that describes itself as “the Chabad-Lubavitch movement‘s mandated representative entity in Washington“—to be a campus rabbi at George Washington University. Within a year, Rabbi Steiner‘s relationship with Rabbi Levi Shemtov, the head of AFL‘s Washington office, deteriorated, and in November 2011, Rabbi Shemtov purported to fire Rabbi Steiner. Rabbi Steiner challenged the termination before a rabbinical court and won, after which he and Rabbi Shemtov entered into a new employment contract.
The new contract stated that Rabbi Shemtov had “ultimate rabbinic and executive authority over Chabad-Lubavitch activities in Washington, DC—governmental, communal and local; including the universities” and indicated that he was employing Rabbi and Rivky Steiner in that capacity. Rabbi Steiner‘s responsibilities under the contract included organizing Friday night Shabbos dinners, classes, social events, and annual trips to Israel “to enable Jewish students to interact with each other as much as possible[.]”
The parties performed pursuant to the terms of the contract for two years, until the relationship between Rabbi Steiner and Rabbi Shemtov broke down again, and Rabbi Shemtov for the second time fired Rabbi Steiner. While contesting the termination before religious and civil courts, Rabbi Steiner continued his religious outreach activities at GW, including his use of the “Chabad @ GW” name and of property belonging to AFL. He later switched to using the name “Jewish Colonials” or “Jewish GW.”
AFL and Rabbi Shemtov brought this breach of contract action and simultaneously moved for a preliminary injunction ordering the Steiners to “cease their operations at GWU immediately,” not perform similar work “at, around, or related to GWU,” and cease using the Chabad name and Chabad property. In response, the Steiners asserted several affirmative defenses and counterclaims and sought a declaratory judgment that the noncompete clause was unenforceable.
The trial court granted a preliminary injunction, but applied the doctrine of equitable reformation to narrow the scope of the restrictions, noting that AFL and Rabbi Shemtov “d[id] not seriously dispute” that the noncompete clause was “an overbroad and thus unenforceable restraint on trade.”
The resulting order required the Steiners to cease their operations at GW and stop using “ChabadGW” branding, return property and a leased “Chabad Lounge” to the plaintiffs, and refrain for two years from conducting any of the activities the Steiners were hired to do, as directly specified in their employment contract, within one mile of the GW campus. The trial court found that two years was “a reasonable period of time necessary to enable the plaintiffs to regain control of the Chabad program at GW without unreasonable interference and competition from defendants,” and that the activities that the Steiners were to organize with GW students as laid out in the contract were the “core of what the plaintiffs bargained for.”
The trial court found that AFL and Rabbi Shemtov had clearly demonstrated all four prerequisites of a preliminary injunction. AFL and Rabbi Shemtov were likely to succeed on the merits, the court found, because the Steiners were “clearly not in compliance with the noncompete clause of the contract . . . whether as written or as equitably revised.” AFL and Rabbi Shemtov had likewise demonstrated that they would suffer irreparable harm without the injunction, that they would suffer greater harm from the denial of the
The Steiners appealed and asked this court to stay the preliminary injunction. This court held oral argument on the stay request and then issued an order—instructing the trial court to clarify the scope of the injunction and to explain how the injunction was “compatible with the requirements of the First Amendment.” After further briefing from both parties, the trial court ruled that the preliminary injunction had no constitutional or statutory infirmities. The court nonetheless modified the injunction to reflect the parties’ understanding that the prohibition on organizing the types of programs normally associated with Rabbi Steiner‘s religious duties under his contract with AFL—such as Shabbos dinners, classes, and social events for Jewish students—only applied to activities with GW students near the GW campus. The court also adjusted and widened the geographic area around the GW campus to which the injunction applied and attached a corresponding new map.
The Steiners filed an appeal from this modified injunction order, which was consolidated with the earlier appeal. Before this court the Steiners now challenge the injunction on various grounds, ranging from this court‘s jurisdiction over the matter to the overall validity and constitutionality of the injunction.
II. Subject Matter Jurisdiction
The Steiners contend on appeal that this case falls outside the secular jurisdiction of the District of Columbia courts because “resolution of this religious dispute” and enforcement of the modified injunction “would require the Superior Court to decide matters of ecclesiastical cognizance and impermissibly entangle itself with religious concerns.” We apply a de novo standard of review to the trial court‘s contrary conclusion, “as the issue of subject matter jurisdiction is a question of law.” Meshel v. Ohev Sholom Talmud Torah, 869 A.2d 343, 353 (D.C. 2005) (citations omitted).
The two “religion clauses” of the
The rule that emerged from this line of cases, sometimes referred to as constitutional immunity, see United Methodist Church, Baltimore Annual Conference v. White, 571 A.2d 790, 793 (D.C. 1990), or religious abstention, see Family Fed‘n for World Peace v. Hyun Jin Moon, 129 A.3d 234, 248 (D.C. 2015), states that the
“The touchstone for determining whether civil courts have jurisdiction is whether the courts may employ ‘neutral principles of law’ and ensure that their decisions are not premised on the ‘consideration of doctrinal matters, whether the ritual and liturgy of worship or the tenets of faith.‘” Family Fed‘n for World Peace, 129 A.3d at 249 (quoting Second Episcopal Dist. African Methodist Episcopal Church v. Prioleau, 49 A.3d 812, 816 (D.C. 2012)). “[T]he ‘neutral principles’ approach avoids prohibited entanglement in questions of religious doctrine, polity, and practice by relying ‘exclusively upon objective, well-established concepts’ of law that are familiar to lawyers and judges.” Meshel, 869 A.2d at 354 (quoting Jones v. Wolf, 443 U.S. 595, 603 (1979)). “[I]n determining whether the adjudication of an action would require a civil court to stray impermissibly into ecclesiastical matters, we look not at the label placed on the action but at the actual issues the court has been asked to decide.” Id. at 356.
The Steiners first argue that enforcement of an injunction that precludes them from engaging in certain ministerial and religious outreach activities with students who had previously been their congregants would require the court to make difficult and constitutionally questionable findings while policing the border between prohibited and allowed conduct.
In this case, the injunction sought by the appellees and issued by the trial court bars the Steiners as parties to an agreement from engaging in certain outreach activities with a population—GW students—who had previously been their congregants. The relevant provision of the injunction in this case is one that the trial court imposed by equitably reforming the language of the noncompete clause to prohibit the Steiners from doing those activities set out in the employment contract that they were hired to perform. To enforce this injunction, the court does not need to determine what religious activities are required of the Steiners by Chabad religious doctrine. The court need only determine what religious activities the Steiners contracted to perform for appellees, which are set forth in a contract “agreed to in conformance with the laws of the District of Columbia.2
In Bible Way, for example, we held that the civil courts lacked subject matter jurisdiction where the former church employee brought a negligent accounting claim against the religious organization. 680 A.2d at 424, 428-31. The complaint did not allege “indisputable, universally applicable rules of accounting and financial reporting,” and because accounting “is an area riddled with major subjective decisions,” the complaint accordingly required the court to “select and impose [accounting standards] on a church board of trustees[.]” Id. at 428-29. We could not do so without delving into “ecclesiastical judgment.” Id. at 429. But we clarified that, where a religious organization adopted a set of accounting principles that would have permitted the court to apply clear, objective criteria “without implicating church doctrine,” civil courts would have jurisdiction over the dispute. Id. at 428.
In other words, where a case does not involve any inquiry into the internal affairs, hierarchy, or autonomy of a religious organization, but rather involves a dispute that may be resolved on “neutral principles of law,” the court may exercise jurisdiction. Jones v. Wolf, 443 U.S. at 603. Our decision in Meshel was one such case. There, a provision in the corporate bylaws of an Orthodox Jewish congregation known as Ohev Sholom, which was organized under District of Columbia law, “provide[d] that any claim of a member against the congregation that [could not] be amicably resolved shall be referred to a ‘Beth Din’ of Orthodox Jewish rabbis for a binding decision according to Jewish law.” 869 A.2d at 346. Congregation members, upset that the board of directors for Ohev Sholom had, in their eyes, “perpetrated a succession of improper acts [under the bylaws] that had damaged the congregation and fundamentally altered its governing structure,” brought
We held that the civil courts had subject matter jurisdiction to resolve the dispute. Id. at 346. Because the congregation and its members had already decided on a dispute resolution mechanism through the congregation‘s bylaws—a corporate document adopted pursuant to District of Columbia law—the court had only to “apply, without ecclesiastical judgment or intrusion, a previously prescribed, authoritative, non-discretionary” policy. Id. at 356 (quoting Bible Way, 680 A.2d at 428). The action to compel turned not on ecclesiastical interpretation, but on contract interpretation. Id. at 357. Thus, we held that, just as with the rules of statutory construction, the “formation, interpretation, and enforcement of contracts” are “objective, well-established, ‘neutral principles of law’ that civil courts may apply, consistently with the
In the case before us, the Steiners entered into a contractual agreement with appellees, and performed on that contract for years before the agreement dissolved. The parties do not ask the court to determine the boundaries of Chabad, or to look to internal policies or principles of religious law to resolve this dispute. The parties ask this court to review the language of a noncompete clause in a contract, entered into in conformance with the laws of the District of Columbia, and to enforce a preliminary injunction drafted from the language in their agreement. Contract interpretation and the enforcement of preliminary injunctions are two tasks that civil courts are equipped to handle by relying “‘exclusively upon objective, well-established concepts’ of law that are familiar to lawyers and judges.” Meshel, 869 A.2d at 354 (quoting Jones v. Wolf, 443 U.S at 603).
“Under the objective law of contracts,” courts look first to the plain meaning of the document, and where the proper interpretation of the agreement “cannot be derived from the contractual language exclusively,” courts look also to the course of performance under the contract. Sahrapour v. LesRon, LLC, 119 A.3d 704, 716 (D.C. 2015) (citing
Here, neither the noncompete as originally drafted nor the clause as reformed in the trial court‘s modified preliminary injunction contains terms that would require religious interpretation and therefore preclude a civil court‘s review of this dispute. Years of performance on the contract demonstrate that the parties well understood the meaning of organizing “Shabbos” dinners and “shiurim” for students. And to the extent that the description of any other
The Steiners further argue, however, that the court lacks subject matter jurisdiction because adjudicating the case would require the court to determine whether Rabbi Shemtov has “ultimate rabbinic authority” in Washington, D.C. More specifically, the Steiners argue that two of Rabbi Steiner‘s affirmative defenses turn on whether he possessed the religious authority that he claimed: fraud in the inducement and the doctrine of mutual mistake.5 Appellees in turn argue that the Steiners have waived this issue, that they should be estopped from raising the issue because they elsewhere seek relief under the contract, and that this issue has already been resolved by a binding arbitration.
The trial court dismissed this argument on the ground that it was not an issue for the court to resolve at the preliminary injunction stage—noting that the parties had at “many times in the record acknowledged Rabbi Shemtov‘s authority.” We agree.
Both the doctrine of mutual mistake and fraud in the inducement are grounds for rescission and may be used as a defense to a breach of contract suit. See In re Estate of McKenney, 953 A.2d 336, 342 (D.C. 2008). On mutual mistake, “[w]here a mistake of both parties at the time a contract was made as to a basic assumption on which the contract was made has a material effect on the agreed exchange of performances, the contract is voidable by the adversely affected party unless he bears the risk of the mistake[.]”
To prevail on either defense, then, the Steiners must establish not only the falsity of Rabbi Shemtov‘s claim to “ultimate rabbinic authority,” but also demonstrate that it was a “basic assumption on which the contract was made” and that it had a “material effect on the agreed exchange of performances,” or that the Steiners justifiably relied on the statement to the extent that it induced them to enter into the contract. The trial court was equipped to assess these challenges to the contract‘s validity. Accordingly, we hold that on the facts of this case, the religion clauses of the First Amendment do not divest the civil courts of subject matter jurisdiction to implement and enforce an injunction.
III. The Trial Court‘s Revision of the Restrictive Covenant
The Steiners raise a variety of arguments challenging the validity of the revised injunction, as well as the propriety of its issuance. At the outset, the Steiners argue that the trial court erred by applying the doctrine of equitable reformation to the overbroad noncompete clause, rather than revising the clause by application of the “blue-pencil rule.” Moreover, the Steiners argue that, regardless of which doctrine should apply to judicial modifications of contracts in the District of Columbia, the court erred by impermissibly broadening the scope of the restrictive covenant and by engaging in equitable reformation at all where the original terms were overbroad.
A. The Doctrine of Equitable Reformation
The Steiners suggest that this court‘s precedent supports the adoption of the so-called “blue-pencil doctrine” should a court decide to modify an overbroad noncompete clause. Appellees counter that the trial court did not err by instead applying the doctrine of equitable reformation, pointing to the doctrine‘s trending popularity in other jurisdictions and its flexibility for allowing more reasonable revisions.
Most courts take one of three approaches to restrictive covenants containing unenforceable provisions. One approach is simply to refuse to enforce an overbroad covenant. See, e.g., CAE Vanguard, Inc. v. Newman, 246 Neb. 334, 518 N.W.2d 652, 655-56 (1994); Rollins Protective Serv. Co. v. Palermo, 249 Ga. 138, 287 S.E.2d 546, 549 (1982) (in the employment context); Rector-Phillips-Morse, Inc. v. Vroman, 253 Ark. 750, 489 S.W.2d 1, 5 (1973). This court has already “rejected the view that covenants not to compete must be enforceable in whole or not at all.” Ellis v. James V. Hurson Assocs., Inc., 565 A.2d 615, 617 (D.C. 1989).
We have never expressly adopted or rejected either of the remaining two approaches: the “blue-pencil” rule, which allows courts only to sever overbroad terms “where the severable character of the restriction is evident from the terms of the agreement,” or the approach that is sometimes called the equitable reformation doctrine, which allows courts to enforce a covenant “to the extent that its terms are reasonable, regardless of grammatical severability.” Id. at 617-18 (“[W]e need not in this preliminary injunction appeal decide whether or not to adopt a ‘blue pencil’ rule in this jurisdiction“).
Under the blue-pencil doctrine, the court has discretion to cross out overbroad, unreasonable provisions in a noncompete clause while keeping in place the enforceable language. See Compass Bank v. Hartley, 430 F.Supp.2d 973, 980 (D. Ariz. 2006). This approach does not allow the court to redraft terms or add language
Other jurisdictions have criticized the blue-pencil doctrine as an overly formalistic approach to judicial modification of an agreement. See, e.g., Data Mgmt., Inc. v. Greene, 757 P.2d 62, 64 (Alaska 1988) (referring to the blue-pencil doctrine as “too mechanical, in that it values the wording of the contract over its substance“);6 Bess v. Bothman, 257 N.W.2d 791, 795 (Minn. 1977). A number of scholarly writers share the same reservation, and the Restatement of Contracts does not adopt this approach.
We join the jurisdictions that have adopted the equitable reformation doctrine. Although we look to Maryland common law for guidance where “there is no District of Columbia precedent on an issue,”8 we are persuaded, consistent with the Restatement of Contracts, that the doctrine of equitable reformation affords greater flexibility to make reasonable modifications when necessary and is thus the better approach.
In adopting equitable reformation, however, we remain “cognizant of the judicial reluctance to ‘rewrite’ contracts between parties . . . and [of] the argument which suggests that partial enforcement rewards employers who have everything to gain from writing overbroad covenants.” Ellis, 565 A.2d at 617.10 Although there appears
The Restatement sets forth relevant principles aimed at these concerns. Ellis, 565 A.2d at 617. Where less than all of a covenant is unenforceable on public policy grounds, for example, a court may exercise discretion to enforce the rest of the covenant where the party seeking equitable reformation made the agreement “in good faith and in accordance with reasonable standards of fair dealing” and where, “in the course of determining what part of the term to enforce,” the court does not “add to the scope of the term in any way.”
Similarly, many courts review with stricter scrutiny a decision to reform an agreement to make it reasonable where doing so would require a substantial rewrite of the contract or where the court would be called upon to supply essential terms. See AMX Int‘l, Inc. v. Battelle Energy All., 744 F.Supp.2d 1087, 1095 (D. Idaho 2010); Stonhard, Inc. v. Carolina Flooring Specialists, Inc., 366 S.C. 156, 621 S.E.2d 352, 354 (2005); Bayly, Martin & Fay, Inc. v. Pickard, 780 P.2d at 1175; see also Eichmann v. Nat‘l Hosp. & Health Care Servs., 308 Ill.App.3d 337, 241 Ill.Dec. 738, 719 N.E.2d 1141, 1149 (1999) (declining to modify an injunction where “[d]ue to the significant deficiencies of the restrictive covenants here, drastic modifications, rather than minor ones, would be necessary and that would be tantamount to fashioning a new agreement“); Ehlers v. Iowa Warehouse Co., 188 N.W.2d 368, 373-74 (Iowa 1971) (noting that a covenant may be “so broad as to constitute bad faith“). This heightened level of scrutiny stems from an interest in encouraging
B. Application of the Doctrine and Enforceability of the Injunction
The Steiners argue that even if the trial court did not err by adopting the equitable reformation doctrine to modify their contract, the trial court “created an injunction contrary to D.C. law” by imposing “more expansive restraints” than those contained in the language of the contract. The Steiners similarly challenge the trial court‘s decision to include in the preliminary injunction select language from the employment contract‘s noninterference clause. We review a court‘s decision whether to judicially modify an unenforceable noncompete clause for an abuse of discretion, and we consider de novo a court‘s interpretation of a contract subjected to equitable reformation. See Ellis, 565 A.2d at 618; Wilson v. Hayes, 77 A.3d 392, 402 (D.C. 2013).
The contract between the Steiners and Rabbi Shemtov included a noncompete clause stating that, in the event of termination for whatever reason, the parties agreed that “they will not enter into employment or arrangement—of whatever scope or duration—with any Chabad-Lubavitch entity or any other institution, performing similar work, anywhere in DC, or suburban MD or VA.” The contract further included a noninterference clause stating:
Upon completion of their employment . . . [appellants] agree to conclude their operations at GWU peacefully within 30 days of notification, and without causing any damage or discomfort to [appellees], or interfering with any arrangement or subsequent decision made by [appellees] in connection with GW or any other activities over which [appellees] had authority.
At an initial hearing on the appellees’ request for a preliminary injunction, the trial court found that the appellees “essentially concede[d] that the noncompete clause as written in the contract of August 6, 2012, [was] greater in both scope and duration than necessary to protect their legitimate interests,” and made no findings on the enforceability of the noninterference clause. The trial court then modified the noncompete clause twice in attempts to render the clause enforceable through a preliminary injunction—once following the initial hearing, and a second time on a remand.11
Ultimately, the court issued a modified preliminary injunction that read into the noncompete clause a durational limit of two years, a geographical limit of roughly one mile from GW‘s campus, a restriction that the noncompete only apply to the Steiners’ interaction with “currently enrolled GWU students,” and a list of activities that the Steiners were prohibited from engaging in. In addition, the court enforced the noninterference provision by ordering that the Steiners “shall not inter-
1. The Noncompete Clause
The Steiners challenge the validity of both provisions. They focus their argument against the noncompete clause on the court‘s interpretation of “enter[ing] into employment or arrangement . . . with any Chabad-Lubavitch entity or other institution, performing similar work” as prohibiting any activities the Steiners previously performed,12 whether in a personal capacity or an organizational capacity. The Steiners contend that by modifying the clause in such a way, the trial court ignored key limitations in the written language of the covenant, thereby creating a broader restriction than that envisioned in the contract.
We agree with the Steiners that the noncompete clause as interpreted in and enforced by the modified preliminary injunction is broader than the terms of the original agreement. When signing the employment contract, the Steiners agreed not to “enter into employment or arrangement—of whatever scope or duration—with any Chabad-Lubavitch entity or other institution, performing similar work.” The most natural reading of these terms is that the Steiners agreed not to join any preexisting Chabad-Lubavitch organization that, like AFL, provides religious guidance. “Entity” and “institution” are both defined as organizational structures,13 and to “enter into employment or arrangement” suggests joining an organization already formed, rather than creating one‘s own.14 What the language in the employment contract does not capture is what the modified preliminary injunction specifically prohibits: organizing dinners or religious activities on their own time, not necessarily in any employment capacity, and not necessarily for any organization—preexisting or otherwise. From the plain language of the contract, therefore, the trial court impermissibly expanded the scope of the covenant not to compete.
The trial court repeatedly raised this same concern. Though it ultimately modified the parties’ agreement to read a list of prohibited activities into the “employment or arrangement” language of the noncompete, the court expressed reservations that the provisions in question seemed to be focused on entities and organizations and that an alternative reading enjoining personal activities might be broader than the scope of the clause as written. In the words of the court, “It‘s not necessarily what makes sense. It‘s not necessarily what Rabbi Shemtov, or anybody else in his position would have wanted . . . the result to be . . . . It‘s about does this document say that.”
The interest in precise drafting is of particular importance where, as here, the restriction has a greater than usual effect on the public interest, as well as on the rights of employees to engage in activities outside of the employment context. Appellees urge us to view this as a dispute no different from any other that might arise out of a profit-focused business conflict. But this case is unlike any cited to us by either party in that it involves an agreement between an employee and a nonprofit organization,15 serving a “client base” comprised of college students, operating to fulfill a mission focused on providing religious guidance, rather than, at least to some degree, generating a profit.
Here, the public undoubtedly has an interest in the “restraint of trade” at issue. More than 100 GW students signed a petition attesting to the special personal relationship they shared with their religious leader, Rabbi Steiner.16 In such circumstances, the public interest may bear on the level of scrutiny we will apply to a decision to judicially modify a restrictive covenant. Other courts have likewise held that, in certain professions based on personal relationships, the customers’ interest weighs more heavily against equitable enforcement of noncompete agreements. See, e.g., Lowe v. Reynolds, 75 A.D.2d 967, 428 N.Y.S.2d 358, 359 (N.Y. 1980) (holding a noncompete agreement unenforceable against a specialized speech and hearing pathologist due to the importance of the “personal relationship” involved); Valley Med. Specialists v. Farber, 194 Ariz. 363, 982 P.2d 1277, 1283 (1999) (en banc) (holding that “the doctor-patient relationship is special and entitled to unique protection” because “[i]t cannot be easily or accurately compared to relationships in the commercial context” and that such agreements should be “strictly construed for reasonableness“); Hope Found., 2006 WL 3247141, at *17 (holding a noncompete clause unenforcea-
In this same vein, the profession of religious minister or rabbi is unique in that the tasks performed in an employment context overlap to a large extent with actions such a professional might undertake in his or her free time, without expectation of payment, as a member of the community engaging in religious practice or dialogue. It is thus imperative that an employer wishing to prohibit certain behavior post-termination narrowly tailor with specific language a restrictive covenant that will protect their stated interests, rather than thrust upon the court a facially unenforceable covenant that might be broad enough to include a reasonable restriction once modified.
With respect to the covenant before us, we decline to depart from the plain language of the noncompete clause to enforce restrictions, pursuant to a breach of contract claim, that appellees would have liked to, but failed to, put in place. We therefore hold that the trial court erred by modifying the noncompete clause to prohibit activities conducted by the appellants in a personal capacity. At the same time, the Steiners have given us no reason to question the propriety of the geographical and durational limitations imposed by the injunction.17
2. The Noninterference Clause
The Steiners also challenge the noninterference clause included in the preliminary injunction as an unwarranted, overbroad, and vague restraint. We are unable to discern from the record what specifically the Steiners are prohibited from doing when ordered not to “interfere with any arrangement or subsequent decisions made by [appellees] in connection with GWU or other activities of the [appellees].” Whatever the clause was intended to mean, noninterference clauses, like noncompete clauses, are subject to reasonableness requirements. See Loral Corp. v. Moyes, 174 Cal.App.3d 268, 279, 219 Cal.Rptr. 836 (Cal. Ct. App. 1985) (treating a noninterference agreement not to solicit former co-workers to leave the employer as a nonsolicitation agreement, and holding that “the potential impact on trade must be considered before invalidating a noninterference agreement.“). Presumably, as it is included as a distinct clause in the order, separate and apart from the modified noncompete provision, the trial court interpreted the clause to prohibit a different set of activities. And likewise, as this clause originally appears in the contract following the Steiners’ explicit agreement to “conclude their operations at GWU peacefully,” this clause might naturally suggest an agreement not to interfere with AFL through continued association. We remand for clarification as to what this clause is intended to enforce and for a determination as to whether the clause is enforceable.
IV. Conclusion
For the reasons stated in this opinion, we vacate the modified preliminary injunction order and remand to allow the trial
So ordered.