## Facts

- James Turnell worked for CentiMark, a nationwide commercial roofing company, from 1978 to 2013, rising to senior management.
- In 1988, upon promotion and a salary increase, Turnell signed an employment agreement containing:
  - A confidentiality clause covering proprietary information (including customer accounts, sales methods, and pricing).
  - A non-compete clause barring work in any “Competing Business” for two years post-employment in regions where he operated for CentiMark.
  - A non-solicitation clause barring solicitation or trading with CentiMark customers, suppliers, and prospective customers/suppliers for two years post-employment.
- CentiMark terminated Turnell in 2013, asserting misconduct related to company resources and subcontractor billing; Turnell claimed the termination was due to age, health, and compensation.
- Turnell accepted employment with a competitor, Windward Roofing, and contacted CentiMark customers on Windward’s behalf, despite knowing of the covenants.
- Turnell sued for declaratory relief that the covenants were unenforceable; CentiMark sought a preliminary injunction.
- The district court found the covenants overbroad as written but entered a narrowed preliminary injunction barring Turnell from selling (or helping sell) commercial roofing products/services to CentiMark customers as of January 8, 2013 in specified Midwestern states, while allowing him to remain employed by Windward; the court required a $250,000 bond.

## Issues

1. Whether the district court abused its discretion by granting a preliminary injunction that partially enforced restrictive covenants through a narrowed order.
2. Whether, under Illinois law, CentiMark showed a likelihood of success that some reasonable, enforceable restriction protected legitimate business interests.
3. Whether CentiMark satisfied preliminary injunction requirements, including irreparable harm, inadequacy of legal remedies, and a favorable balance of harms and public interest.

## Decision

- The Seventh Circuit affirmed the preliminary injunction.
- The court held the district court acted within its discretion in tailoring interim relief to protect CentiMark’s legitimate interests without enforcing the covenants’ full breadth.
- The court agreed CentiMark showed a sufficient likelihood of success on an enforceable core restriction and a risk of irreparable harm from loss of customer relationships and potential misuse of confidential information.
- The court upheld the injunction’s limited scope (covered customers, defined date, specified states, commercial roofing-related sales activity) and noted Turnell could continue working for the competitor subject to these limits.

## Legal Principles

- A preliminary injunction is reviewed for abuse of discretion and requires showing likelihood of success on the merits, irreparable harm absent relief, and no adequate remedy at law, followed by balancing harms and considering the public interest.
- Under Illinois law, restrictive covenants may be enforced only to the extent they are reasonable in scope and necessary to protect legitimate business interests, including customer relationships and confidential business information.
- Even when covenant language is overbroad, a court may grant narrowly tailored preliminary relief that restrains only conduct threatening the employer’s protectable interests.
- Harm to customer relationships, goodwill, and competitive position from a departing manager’s solicitation may be treated as irreparable where damages are difficult to quantify.

## Conclusion

The Seventh Circuit upheld a narrowed preliminary injunction restricting a former senior manager’s sales to identified existing customers in specified states, concluding the employer plausibly could enforce a reasonable restraint under Illinois law and faced irreparable harm absent interim protection, while the employee retained the ability to work for a competitor within the injunction’s limits.


Turnell v. CentiMark Corp., 796 F.3d 656 (7th Cir. 2015)