## Facts

- Dr. Joseph F. Karpinski, an oral surgeon in Auburn, New York, developed a referral-based practice drawing patients from Cayuga, Cortland, Seneca, Tompkins, and Ontario counties.
- To serve referred patients, Karpinski opened an office in Ithaca (Tompkins County) and hired Dr. Paul C. Ingrasci, a dentist trained in oral surgery, under a three-year employment contract.
- The contract included a restrictive covenant barring Ingrasci, during the agreement and “forever thereafter,” from practicing “dentistry and/or oral surgery” in the five counties except in limited circumstances tied to association with Karpinski.
- Ingrasci also executed a $40,000 promissory note, payable if he left and practiced “dentistry and/or oral surgery” in any of the five counties.
- The employment relationship ended in 1968; Ingrasci opened a practice in Ithaca shortly thereafter and obtained substantial referral business from dentists in the restricted area.
- Karpinski alleged loss of referrals and closed his Ithaca office, then sued for an injunction and recovery on the $40,000 note.
- The trial court enforced the covenant and awarded an injunction plus $40,000; the Appellate Division reversed and dismissed; the Court of Appeals modified and reinstated relief in narrower form.

## Issues

1. Whether a restrictive covenant limiting a professional’s post-employment practice is enforceable and, if so, to what extent.
2. Whether a covenant barring “dentistry and/or oral surgery” in five counties “forever thereafter” was unreasonably broad.
3. Whether an overbroad restraint may be severed so that only a reasonable portion is enforced.
4. Whether a liquidated-damages promissory note precludes injunctive relief or permits both injunction and damages.

## Decision

- The Court of Appeals held that a professional noncompete is enforceable only to the extent it is reasonable and necessary to protect legitimate employer interests.
- The five-county geographic restriction was upheld as reasonable because it matched the actual referral area in which competition occurred.
- The covenant was overbroad insofar as it prohibited Ingrasci from practicing general dentistry, a field in which Karpinski did not practice.
- The overbroad portion was severed; the covenant was enforced only to restrain Ingrasci from practicing oral surgery within the five counties.
- The $40,000 note did not bar equitable relief; the agreement could support injunctive relief and monetary relief based on the breach as narrowed.
- The Appellate Division’s order was reversed in part, and the case was remitted for further proceedings on damages consistent with the limited, enforceable restraint.

## Legal Principles

- Restrictive covenants involving professionals are not per se invalid but are enforceable only if reasonable in scope (activity and geography) and tailored to protect legitimate interests.
- A restraint is unreasonable when it prevents the employee from working in a field that does not compete with the employer’s practice.
- A court may sever an unreasonable portion of a restrictive covenant and enforce the remainder if the balance is reasonable.
- A liquidated-damages provision does not automatically displace injunctive relief; availability of both depends on the parties’ intent and equitable considerations.

## Conclusion

The court enforced the employer’s noncompete only to the extent it protected the oral surgery referral practice, severing the prohibition on general dentistry, and held that the presence of a liquidated-damages note did not preclude an injunction or additional damages proceedings consistent with the narrowed restraint.


Karpinski v. Ingrasci, 28 N.Y.2d 45 (N.Y. 1971)