## Facts

- Deutsche Post Global Mail, Ltd. (DPGM) operated an international mail and shipping business serving high-volume outbound international customers.
- Gerard Conrad and Guy Gemmill worked as sales managers (initially for International Postal Consultants, later acquired by DPGM).
- Each employee signed an employment agreement containing a “Restriction and Covenant Not to Compete,” including a two-year post-employment restriction barring them from directly or indirectly soliciting or diverting any customers of the employer.
- After leaving DPGM, Conrad and Gemmill formed Postal Logistics International (PLI), a competitor in the same market.
- Defendants solicited and obtained business from DPGM customers and conceded their conduct violated the covenant’s literal terms.
- DPGM sued for breach of the restrictive covenants and sought a preliminary injunction to stop solicitation of any DPGM customers existing at the time of termination; the court denied preliminary relief.
- After discovery, defendants moved for summary judgment; DPGM cross-moved for partial summary judgment on liability for breach.

## Issues

1. Whether a two-year customer non-solicitation covenant prohibiting solicitation of all employer customers, regardless of employee contact or territory, is reasonable and enforceable under Maryland law.
2. If the covenant is overbroad, whether Maryland’s blue-pencil doctrine permits partial enforcement by narrowing the restriction to a subset of customers (e.g., those serviced by the employees).

## Decision

- The court granted defendants’ motion for summary judgment and denied DPGM’s cross-motion for partial summary judgment.
- The court held the customer non-solicitation covenant was overbroad and unreasonable because it barred solicitation of any customer, without regard to employee contact, territory, or access to confidential information.
- The court held the covenant could not be saved by blue penciling because narrowing it would require rewriting the agreement rather than deleting severable language.
- Because the restrictive covenant was unenforceable as a matter of law, DPGM lacked a contractual basis to bar defendants’ solicitation of DPGM customers.

## Legal Principles

- Under Maryland law, restrictive covenants are enforceable only to the extent they are reasonably necessary to protect legitimate employer interests (e.g., goodwill, customer relationships, trade secrets, or confidential information) and are reasonable in scope and duration.
- A customer restriction that functions as a blanket ban on solicitation of all company customers, untethered to the employee’s relationships, responsibilities, or territory, exceeds what is necessary and is unenforceable.
- Maryland’s blue-pencil doctrine permits courts to strike severable, overbroad language when the remaining covenant is coherent and reasonable.
- Maryland courts may not reform, rewrite, or add limiting terms to convert an unreasonable covenant into a reasonable one.

## Conclusion

The court held that DPGM’s two-year prohibition on soliciting any of its customers was an unreasonable, overbroad restraint under Maryland law and could not be partially enforced through blue penciling, warranting summary judgment for the former employees and their competing business.


Deutsche Post Global Mail, Ltd. v. Conrad, 292 F. Supp. 2d 748 (D. Md. 2003)