## Facts

- Motion Control Systems, Inc. (MCS) designed and manufactured custom high-performance motor drive systems, including brushless motors and related controls.
- Gregory C. East worked for MCS from 1991 to 1998, rising to Quality and Reliability Engineering Manager; he had access to customer lists, specifications, and product-development information.
- In 1997, MCS required employees to sign a “Confidentiality and Noncompetition Agreement”; East negotiated changes to the noncompete’s definition of “similar” business, and MCS accepted them.
- The agreement prohibited East for two years after termination, within 100 miles of MCS’s Dublin, Virginia office, from being employed by or associated with a “business similar” to MCS’s business, defined to “currently include[] any business that designs, manufactures, sells or distributes motors, motor drives or motor controls.”
- East resigned in 1998 and, about eight months later, took employment with Litton Systems, Inc., a motor manufacturer within 100 miles of MCS’s headquarters.
- MCS sued to enforce the noncompete and sought relief under the Virginia Uniform Trade Secrets Act (UTSA).
- The trial court found the noncompete overbroad and unenforceable but entered a permanent injunction barring East from disclosing “any confidential, proprietary or trade secret information” of MCS.

## Issues

1. Whether the noncompete’s functional scope was reasonable and enforceable under Virginia law or overbroad and unenforceable.
2. Whether a permanent UTSA injunction barring disclosure of “any confidential, proprietary or trade secret information” was supported by evidence of actual or threatened misappropriation.

## Decision

- The Supreme Court of Virginia affirmed the ruling that the noncompete was overbroad and unenforceable.
- The Court held the restriction’s functional scope swept beyond MCS’s legitimate competitive interests by covering “any” business involved with broad motor-related product categories.
- The Court declined to narrow or rewrite the covenant to make it reasonable, applying Virginia’s rule against judicial re-drafting.
- The Court reversed the permanent UTSA injunction because the record lacked evidence that East had misappropriated, disclosed, or was likely to disclose identified trade secrets.
- Disposition: affirmed in part and reversed in part.

## Legal Principles

- A covenant not to compete is enforceable only if narrowly drawn to protect the employer’s legitimate business interests, not unduly burdensome on the employee’s ability to earn a living, and consistent with public policy.
- Reasonableness is assessed by the restriction’s function, geographic scope, and duration, and the employer bears the burden to prove reasonableness.
- A noncompete is unenforceable when its functional scope bars work in fields materially broader than the employer’s actual business.
- Virginia courts enforce restrictive covenants as written or not at all; courts will not rewrite an overbroad covenant to make it enforceable.
- Under the Virginia UTSA, injunctive relief requires evidence of actual or threatened misappropriation; mere access to confidential information does not justify a broad permanent injunction against disclosure.

## Conclusion

Virginia refused to enforce a noncompete whose functional definition covered broad motor-related businesses beyond the employer’s custom manufacturing work, and it vacated a permanent trade-secret injunction where the employer showed access to confidential information but not actual or threatened misappropriation.


Motion Control Sys., Inc. v. East, 262 Va. 33, 546 S.E.2d 424 (Va. 2001)