Two years ago, I warned drafters of covenants not to compete to banish the words “directly or indirectly” fromtheir restrictive covenants. The drafter of the covenant before the NC Business Court in Accelerando, Inc. v. Relentless Solutions, Inc., 2025 NCBC 29 missed that post, at his or her peril. Judge Earp said two years ago, in Prometheus Group Enterprises, LLC v. Gibson, 2023 NCBC 23 that:
North Carolina courts have repeatedly warned the drafters of restrictive covenants about the dangers of using the phrase “directly or indirectly” when defining the scope of a non-compete.” Op. ¶35. Opinions from the Court of Appeals and the Business Court have been “routinely refus[ing]” to enforce covenants with that language, calling it “particularly problematic” and “unreasonably broad” for the last few years.
Although Chief Judge Robinson did not cite Prometheus in his Opinion in Accelerando, he did say that “North Carolina courts have refused to enforce noncompetition clauses using the terms ‘directly or indirectly.” Op. Par. 47. The inclusion of those words was not the only reason for Chief Judge Robinson dismissing the claims based on the alleged breach of the covenant not to compete. There was more overreaching in this covenant.
The language of the covenant tried to bar the former employee from providing services to any former client of the Plaintiff “regardless of whether [the former employee] had worked with that particular client during his former employment.” Op. par. 45. Chief Judge Robinson agreed that this provision was “unreasonably overbroad.” Op. Par. 47. The Court also accepted the individual Defendant’s argument that the lack of any limitation on the geographic scope of the restriction made the restriction “in essence, a worldwide restriction.” Op. Par. 45.
Despite Plaintiff’s loss on its covenant not to compete claims, this Opinion was not a slam dunk victory for the Defendants.
Thr Defendants still have to face Plaintiff’s claims for breach of a confidentiality agreement signed by Defendant Yoder, its former Vice President of Platform Services.
Plaintiffs asked for an award of attorneys’ fees in 
The parties in 
This is Part 2 of an examination of the 100+ “Orders of Significance” dropped by the NC Business Court late last year. Part 1 of this series (on designating cases to the Court) is 
This is the first of several intended posts on the so far unexamined “Orders of Significance” handed down by the NC Business Court. This one focuses on several Orders from Chief Judge Bledsoe on whether a case was properly designated to the Court. It is embarrassingly long, sorry.