## Facts

- Jessica Denson worked for Donald J. Trump for President, Inc. during the 2016 presidential campaign from August 2016 to November 10, 2016.
- As a condition of employment, Denson signed an Employment Agreement containing non-disclosure and non-disparagement provisions.
- The non-disclosure provision had no time limit and defined “Confidential Information” broadly to include information about Trump, the campaign, Trump’s family, and business interests, including material the campaign or Trump merely wanted kept private.
- The non-disparagement provision broadly barred negative statements about Trump, his family, and businesses in any medium, without temporal limitation.
- After her employment ended, the campaign initiated arbitration asserting Denson breached the agreement by disclosing information and making disparaging statements.
- Denson filed suit seeking declaratory and injunctive relief to prevent enforcement of the non-disclosure and non-disparagement provisions.
- The campaign moved to dismiss and argued, in the alternative, that any problematic language should be narrowed rather than invalidated; Denson moved for summary judgment.

## Issues

1. Whether the agreement’s non-disclosure and non-disparagement provisions were enforceable under New York law or void as overbroad, indefinite, or contrary to public policy.
2. If defective, whether the provisions should be judicially narrowed or instead declared invalid and unenforceable as to Denson.
3. Whether Denson’s request for declaratory and injunctive relief presented a justiciable controversy.

## Decision

- The court denied the campaign’s motion to dismiss.
- The court granted Denson’s summary judgment motion in part.
- The court declared the non-disclosure and non-disparagement provisions invalid and unenforceable as to Denson.
- The court declined to rewrite or narrow the provisions to salvage partial enforceability.

## Legal Principles

- Under New York law, restrictive covenants in employment-related agreements must be sufficiently definite and no broader than necessary to protect legitimate interests.
- A confidentiality clause is unenforceable where its scope is effectively unlimited, lacks objective boundaries, or turns on a party’s subjective preference for secrecy.
- A non-disparagement clause that operates as an indefinite, sweeping restraint on speech—untethered to protecting legitimate employer interests—may be invalid for overbreadth and indefiniteness.
- Courts may partially enforce and narrow overbroad covenants in limited circumstances, but need not do so where overbreadth is extreme and judicial revision would amount to drafting a new contract.
- Public-policy concerns may inform the reasonableness analysis, including where private restraints risk suppressing speech bearing on evaluation of candidates or officeholders.

## Conclusion

The court held that the campaign’s non-disclosure and non-disparagement clauses imposed indefinite, sweeping restrictions lacking clear limits and extending beyond any legitimate confidentiality or reputational interests; applying New York contract law, it declared the provisions unenforceable as to Denson and refused to judicially rewrite them.


Denson v. Donald J. Trump for President, Inc., 530 F. Supp. 3d 412 (S.D.N.Y. 2021)