UNITED STATES DISTRICT COURT                             
                    DISTRICT OF MINNESOTA                                


C.H. Robinson Worldwide, Inc.,          No. 19-CV-00902 (KMM/DTS)        

               Plaintiff,                                                

v.                                          ORDER                        

Traffic Tech, Inc., James Antobenedetto,                                 
Spencer Buckley, Wade Dossey, Brian                                      
Peacock, and Dario Aguíñiga,                                             

               Defendants.                                               


    This is a contract and tort dispute brought by Plaintiff C.H. Robinson Worldwide, 
Inc. (“CHR”) against Defendant Traffic Tech, Inc. (“Traffic Tech”) and five individual 
defendants: James Antobenedetto, Spencer Buckley, Wade Dossey, Brian Peacock, and 
Dario Aguiniga. The  Court  will  refer  to Traffic Tech  and  the  individual  defendants, 
collectively, as “Defendants.” CHR is a Delaware corporation with its principal place of 
business in Minnesota and is a third-party logistics provider, connecting companies that 
need to ship goods with other companies that provide transportation services. Traffic Tech 
is a Canadian corporation headquartered in Chicago, Illinois, and is also in the logistics 
industry acting as a freight broker. The five individual defendants originally worked for 
CHR in California, and all of them eventually moved to work for Traffic Tech. CHR 
accuses each of the individual defendants of breaching non-solicitation provisions in their 
employment contracts, while accusing Traffic Tech of tortious interference in contracts 
between CHR and its clients and employees. Before the Court are three motions: 1) CHR’s 
motion to voluntarily dismiss its claims against Mr. Peacock (ECF 230); 2) CHR’s motion 

for summary judgment as to the remaining defendants (ECF 234); and 3) Defendants’ 
motion for summary judgment (ECF 242). For the reasons that follow, the Court DENIES 
CHR’s motions and GRANTS summary judgment for Defendants.                 
I.  Background                                                           
    This matter returns to the Court on remand from the Eighth Circuit. In September 
2021, the Honorable Michael J. Davis granted summary judgment in favor of Traffic Tech 

and the individual defendants in this case. See C.H. Robinson Worldwide, Inc. v. Traffic 
Tech, Inc., No. 19-cv-902 (MJD/DTS), 

 (D. Minn. Sept. 22, 2021)1. In 
his order, Judge Davis first thoroughly outlined the contract language at issue in this 
litigation and provided a detailed factual discussion of the employment history of each of 
the individual defendants with CHR, their departures from CHR to work for Traffic Tech, 

and CHR’s initiation of this lawsuit. See 

 at *1–5. There has not been meaningful change 
to the record since Judge Davis’s 2021 order, so his background section is incorporated 
herein by reference and will not be restated here.                        
    Judge Davis then conducted a choice-of-law analysis to determine whether the 
employment contracts at issue were governed by Minnesota law, as CHR maintained, or 

California law, as Defendants did. Id. at *7. According to CHR, each of the individual 
defendants  signed  a  Confidentiality  and  Protection  of  Business  Agreement  (“CPB 


    1 This decision is also docketed in this matter at ECF 170.          
Agreement”) with CHR, which, with the exception of Mr. Peacock2, contained a choice-
of-law provision dictating the application of Minnesota law to any claims arising under the 

agreement. Id. at *2. However, because each of the individual defendants are citizens of 
California and each worked exclusively in California while employed by CHR, Judge 
Davis applied a California “anti-waiver” law that, broadly speaking, seeks to prevent the 
application of other states’ laws to employment relationships in California. See id. at *8–9 
(discussing California Labor Code § 925). Consequently, Judge Davis determined that 
California law governed each of the CPB Agreements.3 Id. at *9.           

    Judge Davis then applied California’s statutory presumption against non-compete 
and  non-solicitation  agreements  and  found  that  the  “very  broad”  non-solicitation 
provisions  in  each  of  the  CPB Agreements  “unreasonably  restrict[ed]  the  individual 
defendants’  ability  to  engage  in  their  lawful  profession,”  and  the Agreements  were 
unenforceable under California law. Id. at *10. Judge Davis also found that CHR’s tortious 

interference with contractual relations claims against Traffic Tech failed. As for alleged 
interference by Traffic Tech in contracts between CHR and its clients, he concluded that 
CHR had failed to adduce evidence of any “customer or carrier contracts that were 
interfered with by [Traffic Tech].” Id. at *11. Turning to the claimed interference by Traffic 


    2 As discussed in greater detail below, Mr. Peacock signed a contract containing a 
different choice-of-law provision, providing that while claims between him and CHR 
“arising in” California would be governed by California law, all other claims between 
Mr. Peacock and CHR would be governed by Minnesota law.                   
    3 Judge Davis also noted that even if Minnesota law applied to the CPB Agreements, 
he would find them unenforceable due to the same overly broad non-solicitation provisions. 
Id. at *10 n.4 (citing Bennett v. Storz Broadcasting Co., 

 (Minn. 1965). 
Tech in contracts between CHR and its employees, Judge Davis concluded that because 
the CPB Agreements were unenforceable, CHR had failed to adduce evidence that Traffic 

Tech “acted intentionally and wrongfully by recruiting CHR employees.” Id. at *12. 
    CHR appealed Judge Davis’s order. The Eighth Circuit held that, under the common 
choice-of-law provision in each of their CPB Agreements, Minnesota law, rather than 
California law, governed the contracts of Mr. Antobenedetto, Mr. Buckley, Mr. Dossey, and 
Mr. Aguiniga. C.H. Robinson Worldwide, Inc. v. Traffic Tech, Inc., 

 (8th 
Cir.) (“Minnesota is ‘committed to the rule’ that parties can agree on the law that governs 

their contract.” (quoting Milliken & Co. v. Eagle Packaging Co., 

, 380 n.1 
(Minn. 1980))), cert. denied, 

 (2023)4. As for Mr. Peacock’s distinct choice-
of-law provision, the Eighth Circuit found that it was for the district court to determine “in 
the first instance whether C.H. Robinson’s claims or disputes against Peacock arose in 
California under the language in Peacock's employment contract” before it could determine 

whether California or Minnesota law governed this dispute. Id. at 1150. Accordingly, the 
matter was remanded for the “district court to substantively analyze whether all or part of 
the former employees’ contracts are unenforceable and, if not, whether the claims for 
breach  of  contract  and  tortious  interference  with  a  contractual  relationship  survive 
summary judgment.” Id.5                                                   



    4 This opinion is found at ECF 211.                                  
    5  The  Eighth  Circuit  affirmed  Judge  Davis’s  decision  to  dismiss  the  tortious 
interference  claim  against  Traffic  Tech  based  on  alleged  interference  with  contracts 
between CHR and its customers. See Id. at 1151.                           
    Both parties now seek summary judgment based on the Eighth Circuit’s ruling. In 
short, Traffic Tech  argues  that  the  CPB Agreements are  just  as unenforceable  under 

Minnesota law as they are under California law. See ECF 246 (Defs.’ Mem. in Supp. of 
S.J.) at 2 (“Minnesota law simply requires a more layered analysis, where California law 
automatically voids restrictive covenant agreements.”). Traffic Tech also argues that, under 
the  remand  instructions  of  the  Eighth  Circuit,  Mr.  Peacock’s  CPB  Agreement  is 
“indisputably governed by California law, and is void under California law.” See, e.g., id. 
at 9. Finally, Traffic Tech suggests  that intervening developments in state legislative 

activity raise important constitutional issues about choice-of-law determinations that were 
not addressed by either Judge Davis or the Eighth Circuit, and asks this Court to once again 
conclude that California law governs all of the CPB Agreements at issue. Id. at 3. In 
contrast, rather than dispute whether the claims or disputes against Mr. Peacock arose in 
California, CHR instead seeks to voluntarily dismiss with prejudice its claims against him, 

pursuant to Federal Rule of Civil Procedure 41(a)(2). See generally ECF 232 (Pl.’s Mem. 
in Supp. of Mot. to Dismiss). As for the remaining CPB Agreements, CHR argues that each 
is enforceable under Minnesota law and that it had “proven its breach of contract claims as 
a matter of law.” ECF 250 (Pl.’s Mem. in Supp. of S.J.) at 22.            
II.  Legal Standard                                                      

    Summary judgment is appropriate when there is no genuine issue of material fact 
and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a); 
Celotex Corp. v. Catrett, 

, 322–23 (1986); Dowden v. Cornerstone Nat’l Ins. 
Co., 

 (8th Cir. 2021). The moving party must demonstrate that the material 
facts are undisputed. Celotex, 

. A fact is “material” only if its resolution 
could affect the outcome of the suit under the governing substantive law. Anderson v. 

Liberty Lobby, Inc., 

 (1986). When the moving party properly supports a 
motion for summary judgment, the party opposing summary judgment may not rest on 
mere  allegations  or  denials,  but  must  show,  through  the  presentation  of  admissible 
evidence, that specific facts exist creating a genuine issue for trial. 

; McGowen, 
Hurst, Clark & Smith, P.C. v. Com. Bank, 

 (8th Cir. 2021). A dispute of 
fact is “genuine” only if “the evidence is such that a reasonable jury could return a verdict 

for the nonmoving party.” Anderson, 

. Courts must view the inferences to 
be drawn from the facts in the light most favorable to the nonmoving party. Matsushita 
Elec. Indus.  Co., Ltd. v. Zenith Radio Corp., 

, 587–88 (1986); Irvin v. 
Richardson, 

 (8th Cir. 2021).                          
    On cross-motions for summary judgment, the Court assesses the facts under each 

motion separately. Progressive Preferred Ins. Co. v. Est. of Stover, 

, 
1046 (D. Minn. 2020). “Either way, summary judgment is proper if the record demonstrates 
that there is no genuine issue as to any material fact” and the movant is entitled to judgment 
as a matter of law. Seaworth v. Messerli, No. 09-cv-3437 (RHK/LIB), 

, 
at *3 (D. Minn. Sept. 7, 2010) (quoting Int’l Bhd. of Elec. Workers, Local 176 v. Balmoral 

Racing Club, Inc., 

 (7th Cir. 2002)), aff’d, 

 (8th Cir. 
2011).                                                                    
III.  Discussion                                                          
      A. CHR’s Motion to Dismiss                                         
    On  remand,  the  Eighth  Circuit  instructed  this  Court  to  determine  whether 
Mr. Peacock’s CPB Agreement is governed by California law or Minnesota law, in light of 

its reversal of Judge Davis’s choice-of-law analysis as to all of the agreements. Rather than 
continue to litigate against Mr. Peacock, however, CHR now moves to voluntarily dismiss 
its claims against him, with prejudice, pursuant to Federal Rule of Civil Procedure 41(a). 
Rule 41(a)(1) provides that a plaintiff may dismiss “an action” without leave of court if it 
does so “by filing: (i) a notice of dismissal before the opposing party serves either an 
answer or a motion for summary judgment; or (ii) a stipulation of dismissal signed by all 

parties who have appeared.” Barring either of those scenarios, “an action may be dismissed 
at the plaintiff’s request only by court order, on terms that the court considers proper.” Rule 
41(a)(2). Somewhat unusually, Mr. Peacock opposes CHR’s motion. See generally ECF 
256 (Defs.’ Opp. to Mot. to Dismiss). Therefore, this request will fall under Rule 41(a)(2). 
For the following reasons, CHR’s request is denied.                       

    “A motion to dismiss an action under Rule 41(a)(2) falls to the sound discretion of 
the district court.” Corning Inc. v. Wilson Wolf Mfg. Corp., 

, 882 (D. 
Minn. 2022) (citing Herring v. City of Whitehall, 

 (8th Cir. 1986)). “A 
court is not required to dismiss a claim upon request.” 

 Instead, a court is guided by the 
primary purpose of Rule 41(a)(2), which is to “prevent voluntary dismissals which unfairly 

affect the other side.” Metro. Fed. Bank of Iowa, F.S.B. v. W.R. Grace & Co., 

 (D. Minn. 1992). “The judicial precedents have made it perfectly clear that the 
grant or denial of a Rule 41(a)(2) dismissal motion, with or without prejudice, is a matter 
addressed to the trial court's sound discretion,” though dismissals sought with prejudice are 
usually  granted  because  such  dismissals  are  complete  adjudications  that  bar  further 
litigation. 9 Charles Alan Wright & Arthur R. Miller, Fed. Prac. & Proc. § 2364 & n.8 (4th 

ed., June 2024 Update) (collecting cases). “Denial of a dismissal with prejudice is proper, 
however, where it would be unfair to defendant to dismiss the case” under the particular 
circumstances of the case. Owner-Operator Indep. Drivers Ass’n v. United Van Lines, Inc., 
No. 4:06-CV-219 (JCH), 

, at *2 (E.D. Mo. Apr. 24, 2007) (citing 
Gilbreth Int’l Corp. v. Lionel Lesiure, Inc., 

 (E.D. Pa. 1983).  
    Here, the Court concludes that to allow CHR to dismiss its case against Mr. Peacock, 

even with prejudice, would give rise to such an unfairness. CHR has doggedly pursued a 
case against Mr. Peacock since 2019. Before an earlier round of summary judgment with 
Judge Davis, CHR had the same opportunity to reflect upon the merits of its case against 
Mr. Peacock and seek this same dismissal. It did not do so. Instead, CHR argued to Judge 
Davis that Mr. Peacock’s contract (just like those of the other individual defendants) was 

governed by Minnesota law and that factual disputes precluded summary judgment in 
Defendants’ favor. And after receiving a decision from Judge Davis that it disagreed with, 
CHR chose to prosecute its case against Mr. Peacock to the Eighth Circuit. Having received 
the very remand it sought, CHR only now seeks to remove Mr. Peacock from the case.  
    This  request  is  understandably  jarring  to  Mr.  Peacock.  Indeed,  nothing  has 

developed factually about the case against him since Judge Davis was first asked to award 
summary judgment to Defendants. Presumably, CHR expects this Court to follow the 
Eighth Circuit’s specific remand instructions as to Mr. Peacock and conclude that the 
events giving rise to its enforcement action against him occurred in California. It is very 
clear that they did, as discussed below. But this reality has been plain from the outset of 
this litigation. The Court declines to speculate why CHR previously believed that the 

unique  language  in  Mr.  Peacock’s  CPB Agreement  could  support  the  application  of 
Minnesota law in this dispute. But it appears that CHR has now seen the writing on the 
wall. The inescapable conclusion is that CHR has pursued its case against Mr. Peacock for 
as long as possible, right up to the moment he receives a judgment in his favor. The Court 
is not inclined to reward this kind of brinksmanship with an eleventh hour voluntary 
dismissal. See Bioxy, Inc. v. Birko Corp., 

 (E.D.N.C. 1996) (“[A] 

motion  for  voluntary  dismissal  with  prejudice  should  be  granted  absent  evidence  of 
collusion, an imminent decision on the merits, or other extraordinary circumstances.”) 
(emphasis added). And while CHR characterizes a voluntary dismissal with prejudice as 
being legally indistinguishable to a judgment on the merits, it is worth remembering that 
this lawsuit involves actual human beings, named in the caption of a federal lawsuit for 

half of a decade. To a lay party like Mr. Peacock, there is certainly a qualitative difference 
between receiving a last-second surrender by the plaintiff who has been suing him for years 
and receiving this Court’s neutral assessment that he did nothing wrong.  
    And to be clear, CHR does not even concede in its briefing that it has no case against 
Mr. Peacock. Instead, CHR makes very plain that the decision to withdraw its case against 

him  is  purely  strategic.  Both  parties  expend  considerable  word  count  discussing  the 
vagaries of California law and whether recently enacted statutory penalties may or may not 
attach to CHR if its motion to dismiss is denied. By CHR’s own words, Mr. Peacock’s 
opposition to the motion to dismiss is                                    
    forcing  C.H.  Robinson  to  enforce  its Agreement  against  Peacock,  and 
    Peacock has threatened to bring new claims based on Section 16600.5, which 
    he can do only if this litigation continues. But Peacock cannot force C.H. 
    Robinson  to  potentially  violate  the  new  law.  Indeed,  this  is  the  classic 
    example of a plaintiff whose claim was meritorious at the onset of litigation, 
    but who encountered a shift in litigation posture resulting from the enactment 
    of a new law.                                                        

ECF 232 at 1 (emphasis added). The law referenced above, codified in early 2024 at 
California Business and Professions Code § 16600.5, allows for an “employee, former 
employee, or prospective employee [to] bring a private action . . . for injunctive relief or 
the recovery of actual damages, or both” for any attempt by an employer to enforce a non-
compete agreement. Id. § 16600.5(e)(1). But if this new law6 creates any “shift in litigation 
posture” at all, that shift does not impact the merits of CHR’s theory of liability against 
Mr. Peacock, which has been based on the same evidence and law since Judge Davis first 
granted summary judgment in 2021. The fact that CHR may now face liability for suing 
Mr. Peacock under his CPB Agreement changes only the tactical landscape of the decision 
to litigate against him, and speculation7 about whether Mr. Peacock is somehow “forcing” 

    6 To be sure, California law has long provided that “every contract by which anyone 
is restrained from engaging in a lawful profession, trade, or business of any kind is to that 
extent void.” 

(a). This prohibition substantially predates 
CHR’s decision to have its California-based employees sign non-solicit agreements and its 
decision to litigate against Mr. Peacock. See, e.g., Edwards v. Arthur Andersen LLP, 

 (Cal. 2008) (discussing the history of § 16600, which dates back to 19th century). 
In other words, CHR has always known that the application of California law to Mr. 
Peacock’s CPB Agreement would likely be fatal to the merits of its case against him. 
    7  Indeed,  this  Court’s  summary  judgment  decision  ends  the  litigation  against 
Mr. Peacock as effectively as granting the motion to dismiss would. Given CHR’s attempt 
to voluntarily dismiss, although denied by this Court, nothing would prevent CHR from 
arguing that it did not seek to enforce Mr. Peacock’s CPB Agreement against him following 
the enactment of Cal. Bus. and Prof. Code § 16600.5.                      
CHR into this potential liability is a red herring8 that distracts from this Court’s Rule 
41(a)(2) analysis.                                                        

    Ultimately,  then,  the  Court  denies  CHR’s  motion  to  voluntarily  dismiss  with 
prejudice at this very late hour. This is for the prosaic, yet still-vital reason that it would be 
unfair to deny Mr. Peacock his proverbial day in court. See United Van Lines, Inc., 

, at *2 (denying motion to voluntarily dismiss with prejudice, in part, because 
“[d]efendant has put considerable effort and expense into defending against this lawsuit”). 
Here, the table is set for summary judgment, by plaintiff’s own meticulous arrangement. 

Indeed, all of the parties9 are entitled to new answers to the questions originally posed to 
Judge Davis more than three years ago in light of the Eighth Circuit’s remand.   

    8 So, too, are discussions about the potential implications on attorney-fee shifting 
under California Civil Code § 1717. See, e.g., ECF 263 (Pl.’s Reply in Supp. of Mot. to 
Dismiss) at 22–25. This Court’s Rule 41(a) analysis is guided by the fundamental question 
of fairness to the defendant, not by whether or not dismissal has potential downstream 
ramifications for plaintiff.                                              
    9 The Court also notes that because CHR seeks only to dismiss a claim against one 
of six defendants and because CHR gives no indication that it also intends to withdraw 
claims against Traffic Tech for allegedly interfering in its contractual relationship with Mr. 
Peacock, it is unclear if CHR is truly seeking dismissal of “an action” under Rule 41(a) 
motion, or whether the request more closely resembles a Rule 15 motion to amend the 
pleadings.  See,  e.g.,  Graco,  Inc.  v.  Techtronic  Indus.  N.  Am.,  Inc.,  No.  09-cv-1757 
(JRT/RLE), 

, at *2 (D. Minn. Mar. 9, 2010) (discussing this distinction 
and the nature of “an action” under Rule 41(a)). While the Eighth Circuit has observed that 
the “differences were more technical than substantial” between a plaintiff’s motion for Rule 
41(a) dismissal or Rule 15 amendment, Wilson v. Crouse–Hinds Co., 

 
(8th Cir. 1977), that does not mean that there is no difference at all. If this effort to remove 
Mr. Peacock from the case was more appropriately brought under Rule 15, then that request 
would also be subject to the Court’s discretion and would be “freely give[n] . . . when 
justice so requires.” Fed. R. Civ. P. 15(a)(2). But regardless of which rule applies, the 
equities in this circumstance favor reaching a final decision regarding Mr. Peacock. 
      B. Cross Motions for Summary Judgment                              
           1.  Peacock                                                   

    As discussed above, the Eighth Circuit instructed this Court to determine “in the 
first  instance  whether  [CHR]’s  claims  or  disputes  against  [Mr.]  Peacock  arose  in 
California.” C.H. Robinson Worldwide, 

. The Court has reviewed the 
parties’ arguments10 and the summary judgment record and concludes that there is no 
dispute, genuine or otherwise, that they did.                             
    According to the operative complaint, Mr. Peacock’s CPB Agreement “contains 

post-employment  restrictive  covenants  prohibiting  Peacock  for  two  years  after  the 
termination of employment from soliciting C.H. Robinson employees or customers.” ECF 
115 (Second Am. Compl.) ¶ 82. And CHR alleges that after becoming employed by Traffic 
Tech, “[Mr.] Peacock used the best point of contact for customers and customers’ needs 
and  preferences,  based  on  prior  relationships  developed  at  C.H.  Robinson,  to  solicit 

multiple C.H. Robinson customers” in breach of his agreement. Id. ¶ 125(d). The only 
allegation relevant to a choice-of-law analysis is the legal conclusion that “[Mr.] Peacock’s 
Confidentiality and Protection of Business Agreement provides that the law of the State of 
Minnesota shall govern the Agreement.” Id. ¶ 86. The Eighth Circuit has explained, 

    10  Because  CHR  moved  the  Court  to  voluntarily  dismiss  its  case  against 
Mr. Peacock, it did not offer any argument on summary judgment directed toward whether 
its claims and disputes against Mr. Peacock arose in the state of California or elsewhere. 
As such, the Court considers Mr. Peacock’s factual and legal assertions in support of 
summary judgment to be essentially undisputed across the board. However, in the interests 
of thoroughness, the Court has reviewed the record and legal citations in Defendants’ brief 
and finds that they are more than sufficient to support that Mr. Peacock is entitled to 
summary judgment.                                                         
however, that this is only true if the disputes and claims against him arose outside of 
California. C.H. Robinson Worldwide, 

 (“[Mr. Peacock’s] contract first asks 

whether the ‘claims or disputes arise in California.’ If the answer is yes, California law 
applies. If the answer is no, Minnesota law applies.”) (cleaned up).      
    Even when viewing the evidence in the light most favorable to CHR, nothing 
supports  the  conclusion  that  this  dispute  against  Mr.  Peacock  arose  anywhere  but 
California. Simply put, it is undisputed that Mr. Peacock’s employment with CHR was 
entirely based in California and his departure from CHR to work for Traffic Tech also 

occurred  in  California. Therefore,  all  of  the  evidence  in  this  case  suggests  that  any 
subsequent behavior by Mr. Peacock while working for Traffic Tech necessarily occurred 
in California, by a California-based employee of a company at  one of its offices in 
California. CHR offers no reason to conclude otherwise. Thus, as Defendants correctly 
note, “the performance (or alleged non-performance) of the non-compete agreement took 

place entirely within California, and California law should be applied.” ECF 246 at 34–35 
(citing State Auto Prop. & Cas. Ins. Co. v. Boardwalk Apartments, L.C., 

 
(8th Cir. 2009) (“Matters regarding the performance of a contract are governed by the law 
of the place of performance.”)). Mr. Peacock’s CPB Agreement is therefore governed by 
California law.                                                           

    Under California law “every contract by which anyone is restrained from engaging 
in a lawful profession, trade, or business of any kind is to that extent void.” 

(a). As Judge Davis previously noted11, “[n]on-solicitation clauses, as 
well as non-compete clauses, have been found to ‘restrain employees from practicing their 

chosen profession’ and are therefore void under § 16600 ab initio and unenforceable.” C.H. 
Robinson Worldwide, Inc., 

, at *10 (quoting Dowell v. Biosense Webster, 
Inc., 

 (2009)). Here, the non-solicitation agreements in Mr. 
Peacock’s contract clearly restrain Mr. Peacock’s professional activities.  
    Judge Davis previously summarized what these provisions say and purport to do, 
which the Court now repeats verbatim:                                     

    The non-solicitation clauses in the CPB Agreements provide that for two 
    years  after  termination  of  their  employment  with  CHR,  the  individual 
    defendants would not “directly or indirectly ... solicit, engage, sell or render 
    services to, or do business with any Business Partner or prospective Business 
    Partner of the Company with whom I worked or had regular contact, on 
    whose account I worked, or with respect to which I had access to Confidential 
    Information ...” The definition of “Business Partner” includes more than just 
    CHR customers, it also includes carriers, consultants, contractors, suppliers, 
    vendors  or  any  other  person,  company,  organization  or  entity  that  has 
    conducted business with CHR. Another non-solicitation provision provides 
    that  the  individual  defendants,  within  two  years  of  terminating  their 
    employment with CHR, could not “[d]irectly or indirectly cause or attempt 
    to cause any Business Partner of the Company with whom the Company has 
    done business or sought to do business within the last two (2) years of my 
    employment to divert, terminate, limit or in any manner modify decrease or 
    fail  to  enter  into  any  actual  or  potential  business  relationship  with  the 
    Company.”  This  provision  is  not  limited  to  “Business  Partners”  the 
    individual defendants had contact with or about who they had confidential 
    information.                                                         


    11 To be sure, nothing about the Eighth Circuit’s conclusion that Minnesota law 
governed four of the five CPB Agreements cast doubt upon Judge Davis’s legal conclusions 
about  the  enforceability  of  non-solicitation  agreements  under  California  law.  Those 
conclusions are incorporated by reference.                                
Id. at *10. To be sure, California law does not differentiate between narrow and broad non-
compete or non-solicitation agreements: all are void. See Edwards v. Arthur Andersen LLP, 

 (2008) (“Noncompetition agreements are invalid under section 16600 
in California, even if narrowly drawn. . . .”); Ixchel Pharma, LLC v. Biogen, Inc., 

 (2020) (“[W]e [have] rejected the argument that section 16600 only voids 
restraints that entirely prohibit an employee from engaging in a profession and not less 
restrictive limitations that are reasonable.”) (citing Edwards, 44 Cal. 4th at 946–47). 
Nevertheless, it is worth noting that the restrictions on Mr. Peacock are very broad. Under 

the relevant restrictive covenants in his CPB Agreement, Mr. Peacock, an entry-level sales 
associate who worked for CHR directly out of college, was effectively prohibited from 
contacting  any  CHR  customer,  vendor,  partner,  carrier,  or  any  entity  that  conducted 
business with CHR, in the course of any subsequent employment for two years after leaving 
CHR. This imposed an obvious limitation on Mr. Peacock’s ability to effectively work in 

his new position with Traffic Tech, as well as likely in the logistics industry as a whole, 
and the provisions are therefore void under California law.               
    In  once  more  granting  summary  judgment  in  Mr.  Peacock’s  favor,  the  Court 
nonetheless declines Defendants’ request to “reinstate[]” his attorney fee award. See ECF 
246 at 35. That award was nullified by the Eighth Circuit, and this Court arrives at its 

conclusion on summary judgment based on a different legal analysis, guided by the Eighth 
Circuit’s remand instructions.                                            
    To the extent that Mr. Peacock believes he is still entitled to fees, he must move this 
Court and offer legal argument in support of his motion, in accordance with any applicable 
Federal and Local Rules. Also, the original fee award was directed toward all individual 
defendants because Judge Davis analyzed all of the agreements together under California 

law. Therefore, any new petition that relies on California law would need to focus on Mr. 
Peacock’s fees alone. And obviously, any such motion will be properly subject to CHR’s 
opposition, including for the reasons laid out in its motion to dismiss. See ECF 263 at 22–
25.                                                                       
           2.  Antobenedetto, Buckley, Dossey, and Aguiniga              
    The remaining individual defendants in this matter are also accused of breaching 

restrictive  covenants  in  their  CPB  Agreements.  As  discussed  above,  Judge  Davis 
previously  determined  that  all  the  CPB Agreements  in  this  case  were  governed  by 
California law and granted summary judgment to the individual defendants in this matter 
because the contracts were unenforceable under California law. The Eighth Circuit reversed 
this decision, concluding that the CPB Agreements were governed by Minnesota law. Both 

sides now move for summary judgment once more.                            
    Defendants seek summary judgement on several theories. These include that the 
agreements lack consideration required for the enforcement of restrictive covenants (see 
ECF 246 at 10–19), that the restrictive provisions are unenforceable due to overbreadth 
and vagueness (see 

 at 20–29), as well as a renewed argument in favor of the application 
of California law despite the Eighth Circuit’s ruling12 (id. at 30–34). CHR now makes its 
own affirmative summary judgment motion, having declined to do so previously to Judge 
Davis13, arguing that the evidence establishes that the CPB Agreements are valid and 

enforceable and breached. Here, the Court agrees with the Defendants that the restrictive 
provisions are unenforceable under Minnesota law and grants their motion on that basis. 
This conclusion requires denial of CHR’s own summary judgment motion, and the Court 
declines to address Defendants’ remaining independent arguments in favor of summary 
judgment.                                                                 

    “Restrictive covenants are enforceable in Minnesota only if they are reasonable.” 
United Healthcare Servs., Inc. v. Louro, No. 20-cv-2696 (JRT/ECW), 

, at 


    12 Defendants argue that the exercise of Minnesota law over the CPB Agreements 
remains unconstitutional. In support of this, Defendants raise numerous factual arguments 
that, quite frankly, were available to them during the appeal of Judge Davis’s order. These 
include the lack of any substantive connection between the defendants and this dispute to 
the state of Minnesota, that other aspects of the employment relationship between CHR 
and  the  individual  defendants  were  governed  by  California  law,  and  that  California 
legislation bans choice-of-law provisions that attempt to govern California employment 
arrangements under the laws of other states. See, e.g., ECF 246 at 32 (summarizing 
arguments). However, Defendants raise one argument that they did not, and could not raise 
earlier. In 2023, Minnesota enacted legislation that, like that of California, voids covenants 
not to compete in most employment circumstances. 

, subd. 2. The 
statute further includes an anti-waiver provision, also like that of California, banning the 
use  of  choice-of-law  provisions  to  apply  the  law  of  another  state  to  a  Minnesota 
employment relationship. 

 subd. 3.                                    
    The Court will not second guess the Eighth Circuit’s decision in light of this 
development.  The  Eighth  Circuit  knew  of  California’s  anti-waiver  statute  when  it 
nevertheless determined that Minnesota law should govern these agreements. It is not clear 
how Minnesota’s adoption of reciprocal legislation would change this outcome.  
    13 Not only did CFR not seek summary judgment the first time around, but it 
repeatedly argued that factual disputes made such a ruling impossible.    
*3 (D. Minn. Feb. 12, 2021). “Minnesota law disfavors noncompete agreements,” but the 
courts will enforce them under certain circumstances. Medtronic, Inc. v. Advanced Bionics 

Corp., 

 (Minn. Ct. App. 2001). “Conversely, California statutes 
contain prohibitions against restraining a party from engaging in a profession or business 
unless necessary to protect trade secrets.” 

 The difference between Minnesota and 
California law as to the enforceability of noncompete agreements is therefore one of 
degree. To determine whether a noncompete is enforceable in Minnesota,    

    [t]he test applied is whether or not the restraint is necessary for the protection 
    of the business or good will of the employer, and if so, whether the stipulation 
    has  imposed  upon  the  employee  any  greater  restraint  than  is  reasonably 
    necessary to protect the employer’s business, regard being had to the nature 
    and character of the employment, the time for which the restriction is imposed, 
    and the territorial extent of the locality to which the prohibition extends. 

Bennett v. Storz Broadcasting Co., 

 (Minn. 1965); see also Louro, 

, at *3 (discerning factors for consideration that include “(1) whether or 
not the restraint is necessary for the protection of the business or goodwill of the employer; 
(2) whether the restraint is greater than reasonably necessary to protect the employer's 
business; (3) the duration of the restriction; and (4) the territorial scope of the restriction”) 
(citing Prow v. Medtronic, Inc., 

 (8th Cir. 1985).       
    The provisions at issue in the CPB Agreements are facially non-solicit agreements, 
rather than non-compete agreements. However, in terms of enforceability, Minnesota 
courts  treat  non-solicit  agreements  as  restrictive  covenants,  akin  to  non-compete 
agreements.14 See, e.g., Webb Pub. Co. v. Fosshage, 

 (Minn. Ct. App. 
1988) (analyzing the enforceability of a customer non-solicit agreement, under Bennett, as 

a “restrictive covenant[] [that is] enforced only to the extent reasonably necessary to protect 
a legitimate business interest”); Dunn v. Assocs. in Psychiatry & Psych., P.A., No. 22-CV-
615 (NEB/DJF), 

, at *5 (D. Minn. Nov. 10, 2022) (analyzing the 
enforceability  of  a  non-solicitation  and  a  non-compete  provision  under  the  same 
framework).                                                               
    The CPB Agreements in this case include two restrictive covenants:   

    IV. Protection of Business                                           

    . . . .                                                              
         C.  For  a  period  of  two  (2)  years  after  the  termination  of  my 
         employment  with  the  Company,  however  occasioned  and  for  
         whatever reason, I will not:                                    

              1. Directly or indirectly, for the benefit of any Competing 
              Business (including a business which I may own in whole or 
              in  part),  solicit,  engage,  sell  or  render  services  to,  or  do 
              business with any Business Partner or prospective Business 
              Partner of the Company with whom I worked or had regular   
              contact, on whose account I worked, or with respect to which 
              I had access to Confidential Information about such Business 

    14 The same cannot be said for the Minnesota legislature. Minnesota’s 2023 ban on 
most  kinds  of  non-compete  agreements  expressly  provides  that  “[a]  covenant  not  to 
compete does not include a nonsolicitation agreement, or agreement restricting the ability 
to use client or contact lists, or solicit customers of the employer.” 

, 
subd. 1(a). This provision likely raises issues requiring novel judicial interpretation. And 
as explained below, the Court considers the non-solicit provisions in this case to be akin to 
non-compete  agreements,  in  their  effect.  But  the  Court  need  not  determine  whether 
provisions in this case fall within this new legislative proscription because the statute is not 
retroactive. See, e.g., Am. Acad. of Traditional Chinese Med., Inc. v. Yuan, No. A24-0003, 

, at *1 n.1 (Minn. Ct. App. Aug. 12, 2024) (citing 2023 Minn. Laws ch. 
53, art. 6, § 1, at 49–50).                                               
              Partner at any time during the last two years of my employment 
              with the Company; or                                       

         . . . .                                                         

              3. Directly or indirectly cause or attempt to cause any Business 
              Partner of the Company with whom the Company has done      
              business or sought to do business within the last two (2) years 
              of my employment to divert, terminate, limit or in any manner 
              modify decrease or fail to enter into any actual or potential 
              business relationship with the Company.                    

See, e.g., ECF 131 (Ex. 5 to Abbate Decl.) at 5. The term Business Partner in these 
provisions is defined as “any Customer, Carrier, consultant, supplier, vendor, or any other 
person, company, organization, or entity that has conducted business with or potentially 
could conduct business with [CHR] in any of the Company Business.” Id. at 3. And from 
this  definition,  the  term  “Customer”  is  itself  defined  as  “any  person,  company,  or 
organization that has engaged or potentially could engage the Company’s services in any 
of the Company Business,” id. at 4, while “Carrier” is defined as “any person, company, or 
organization that the Company has engaged or potentially could engage for transportation 
services in any of the Company Businesses,” id. at 3. In short, these provisions create an 
enormous web of people and entities that are completely off limits for nearly any kind of 
commercial engagement for two years of future employment.                 
    The Court first notes that, under Bennett, the “stipulation [] imposed upon the 
employee” in terms of off-limits activities is onerous. 

. These provisions 
clearly embrace conduct that goes far beyond active soliciting, and purports to proscribe 
outcomes as much as it does behavior: Provision IV(C)(1) extends a prohibition to a 
number of other forms of “direct[] or indirect[]” contact with Business Partners (i.e., no 
“engag[ing], sell[ing], [] render[ing] services to, or do[ing] business with” them), while 
Provision IV(C)(3) bans engagement that has, or might have, certain passive effects on 

CHR (i.e., no “caus[ing] or attempt[ing] to cause” a Business Partner to “divert, terminate, 
limit or in any manner modify decrease or fail to enter into any actual or potential business 
relationship with” CHR).                                                  
    Second, the list of parties with whom the defendants cannot do any of these things 
is vast. Indeed, the list’s “territorial extent,” Bennett, 34 N.W.2d at 899, is unlimited. The 
contract’s definition of a Business Partner (“any [] person, company, organization, or entity 

that has conducted business with or potentially could conduct business with [CHR] in any 
of the Company Business”) includes two additional sub-defined terms of “Customer” and 
“Carrier.” As Judge Davis noted previously, the interaction of these definitions with the 
language of the two numbered provisions includes far more than CHR customers and 
unequivocally includes entities with whom the individual defendants had no kind of 

relationship stemming from their employment at CHR. See C.H. Robinson Worldwide, Inc., 

, at *10. (“The definition of “Business Partner” includes more than just 
CHR customers, it also includes carriers, consultants, contractors, suppliers, vendors or 
any  other  person,  company,  organization  or  entity  that  has  conducted  business  with 
CHR.”). And  it  also  includes  “potential”  customers,  carriers,  and  Business  Partners, 

broadening its reach enormously.                                          
    Simply put, to fully comply with these restrictions, the Individual Defendants would 
be practically unable to provide anything of value to any other employer in the entire 
logistics industry for two years after leaving CHR. This goes well beyond what is necessary 
to protect CHR’s “business and goodwill,” as contemplated by Bennett. This restriction is 
facially unreasonable and renders the provisions unenforceable. Specifically, elements of 

the provisions in the CPB Agreements apply to all CHR Business Partners, whether or not 
the individual defendants had any kind of business relationship with them while working 
for  CHR.  While  the  Court  cannot  locate  directly  on-point  authority  in  Minnesota 
addressing the enforceability of non-solicit agreements that include a company’s customers 
with whom an employee had no dealings, a great number of states that apply frameworks 
similar to Bennett find such provisions to be unenforceable. See, e.g., Progressive Techs., 

Inc. v. Chaffin Holdings, Inc., 

 (8th Cir. 2022) (under Arkansas law, “the 
customer-solicitation  restriction  here  unreasonably  goes  beyond  [a]  valid  interest  by 
prohibiting [the defendant] from contacting prospective customers with whom he had no 
contact”); MacGinnitie v. Hobbs Grp., LLC, 

 (11th Cir. 2005) (under 
Georgia law, “to be enforceable, a customer non-solicitation covenant must either have a 

specific territory contiguous with the area serviced by the employee, or be limited to only 
those customers with whom the employee had a business relationship during some period 
of the employment”); Gene Codes Corp. v. Thomson, 

 (E.D. Mich. 
2011) (under Michigan law, a non-solicit agreement was “enforceable only as to customers 
that Defendant herself successfully solicited on behalf of Plaintiff or with whom Defendant 

had built up goodwill while working for Plaintiff”); Padco Advisors, Inc. v. Omdahl, 

 (D. Md. 2002) (under Maryland law, concluding that a covenant was 
unreasonable where it forbid a former employee from contacting any customer in the 
employer's database for two years, even if the employee was not aware that they were in 
the database). Furthermore, this overbreadth is exacerbated by the fact that the definitions 
seem to broaden the restrictions of the provisions to include any potential CHR Business 

Partner (i.e., “customers” and carriers” being all of those that CHR “potentially could 
engage” with). This extra layer requires a level of prescience (or more likely guesswork) 
that is a clear indicator of the overbreadth of these provisions. See, e.g., Gavaras v. 
Greenspring Media, LLC, 

 (D. Minn. 2014) (noncompete 
agreement was unenforceable, in part, because it “leaves the employee guessing about what 
companies … come in conflict with the Noncompete Agreement.”).            

    More fundamentally, the Court agrees with Defendants that, if given full credence, 
these non-solicit provisions become a de facto non-compete agreement, massive in scope 
and without any geographic limit due to CHR’s nationwide reach. This would effectively 
render anyone subject to those provisions unemployable in the industry for two years15 
after leaving CHR. Restrictive covenants that effectively create unbounded, industry-wide 

bans  on  working  for  an  employer’s  competitors  have  been  repeatedly  declared 
unenforceable. See Midwest Sign & Screen Printing Supply Co. v. Dalpe, 

 (D. Minn. 2019) (finding unenforceable an agreement that made the defendant 
unemployable in numerous roles to a “vast array of employers” in his industry); Marvin 

    15 The Court assumes without deciding that a two-year non-solicit agreement, taken 
in isolation, would not render the provisions unenforceable under Minnesota law. See, e.g., 
Dean Van Horn Consulting Assoc. v. Wold, 

 (Minn. Ct. App. 1985) 
(three-year restriction reasonable); Alside, Inc. v. Larson, 

 (Minn. 1974) 
(two-year restriction reasonable). However, the two-year period presented here does not 
exist in isolation. Because the provisions at issue essentially render these defendants 
unemployable for two years, the prevailing case law dealing with the discrete question of 
how long an employer may restrict the solicitation of former clients is of limited usefulness. 
Lumber & Cedar Co. v. Severson, No. 15-cv-1869 (MJD/LIB), 

, at *8 
(D. Minn. Sept. 28, 2015) (restrictive covenant that “effectively prohibits Defendant from 

engaging in any business remotely related to or associated with Plaintiff’s industry” was 
unenforceably broad); J.V. & Sons Trucking, Inc. v. Asset Vision Logistics, LLC, No. 20-
cv-02538 (KMM/BRT), 

, at *8 (D. Minn. Sept. 15, 2022) (observing 
under Texas law that a non-disclosure provision was so broad as to effectively become an 
unlimited non-compete agreement that restricted a party’s ability to do business in an entire 
sector of the trucking industry, and finding that provision unenforceable); Eutectic Welding 

Alloys Corp. v. West, 

 (Minn. 1968) (“Restrictive covenants that serve 
primarily to prevent an employee from working for others . . . in the same competitive field 
so as to discourage him from terminating his employment constitute a form of industrial 
peonage without redeeming virtue in the American enterprise system.”).    
    CHR  makes  numerous  arguments  to  preserve  the  enforceability  of  the  CPB 

Agreements against Mr. Antobenedetto, Mr. Buckley, Mr. Dossey, and Mr. Aguiniga. Two 
are of relevance to this Court’s order. First, CHR argues that under Minnesota law, a 
covenant cannot be “facially” unenforceable because the “reasonableness of a restrictive 
covenant cannot be facially determined from hypotheticals.” ECF 255 at 19. Second, CHR 
suggests that the Court should “blue pencil” the contracts at issue to remove any aspects 

that are unenforceable under Minnesota law. 

 at 24–25. Neither argument is persuasive 
enough to change the Court’s conclusion.                                  
    As to the first argument, the Court disagrees that Minnesota law does not allow for 
a “facial” assessment that a restrictive covenant is unenforceable. Courts routinely make 
purely legal determinations about whether restrictive covenants are unenforceable on their 
face. See, e.g., Gavaras, 994 F. Supp. at 1012 (awarding “a declaratory judgment finding 

the Noncompete Agreement facially unenforceable” under Bennet) (emphasis added); 
Dunn, 

, at *5 (granting a motion to dismiss because a non-solicitation 
agreement  was  facially  overbroad  under  Minnesota  law  for  lack  of  any  geographic 
limitation). Indeed, this focus on the legal effect of the language of the contract itself is 
rooted in Bennet, which inquires whether a “stipulation” imposes a restriction that is greater 
than necessary, not whether an employer’s manner of enforcement is. 

. 

CHR counters with Amano McGann, Inc. v. Klavon, in which the Minnesota Court of 
Appeals overturned a district court’s dismissal of claims of breach of a non-compete 
agreement on a Rule 12(b)(6) motion, predicated on the conclusion that the restrictive 
covenant at issue was facially unenforceable. No. A21-0237, 

 (Minn. 
Ct. App. Nov. 22, 2021). The court instructed that instead, the district court “must focus 

not just on the language of the agreement, but also the attendant circumstances” of the 
individuals alleged to be in breach of their restrictive covenants and the conduct underlying 
that alleged breach. Id. at *3. In other words, CHR urges that this Court must look to the 
context of its enforcement efforts to determine whether the provisions are unenforceably 
overbroad. It is noteworthy that the Amano McGann case was at the motion to dismiss 

stage, while here we have a fully developed record. But the “attendant circumstances” 
found in that record do not improve CHR’s position. Rather, they reveal an employer 
willing to aggressively enforce its covenants at their outer boundaries.  
    First, the Court considers the targets of this litigation. As Judge Davis previously 
observed, “[w]ith the exception of Aguiniga, the individual defendants were entry-level 

employees  when  they  signed  their  respective  CPB  Agreements  as  a  condition  of 
employment.” C.H. Robinson Worldwide, Inc., 

, at *7. None were very 
highly paid. Mr. Antobenedetto and Mr. Buckley joined at base salaries of $40,000 in 2015; 
Mr. Dossey and Mr. Peacock at $44,000 in 2016 and 2017, respectively; and Mr. Aguiniga 
at $37,000 in 2007.16 See ECF 131 (Exs. 6–10 to Abbate Decl.). The record raises no 
dispute of the fact that these defendants were not highly valued team members at CHR, let 

alone that they were not essential in their employment there. Indeed, Mr. Aguiniga was 
described in 2018 as “not meeting expectations. His underperformance has had a negative 
impact on developing himself and [his] direct reports ….” ECF 138 (Ex. 28 to Abbate 
Decl.) at 26. He was later furloughed during the COVID pandemic, and then quit. 

 (Ex. 
29 to Abbatte Decl.). Mr. Buckley was, in fact, fired, apparently for tardiness, and also 

possibly for failing to participate in performance evaluation procedures. ECF 145 (Ex. 51 
to Abbate Decl.). Mr. Peacock was deemed in 2018 to be “a minimum player” and likened 
to a student with potential who is nonetheless “shooting for a ‘C.’” ECF 130 (Ex. 3 to 
Abbate  Decl.). There  is  no evidence  in the  record  to  suggest  that  any  of  individual 
defendants received meaningful and/or proprietary training at CHR or that CHR otherwise 

made substantial investments in any of them. In short, everything in the record suggests 
that the five individual defendants were, until being sued by CHR, otherwise unnoteworthy 

    16 Mr. Aguiniga’s base salary in 2018 appears to have risen to about $65,000 a year. 
See ECF 148 (Ex. 54 to Abbate Decl.), Aguiniga Dep. Tr. at 39–40.         
employees with otherwise unnoteworthy departures from the company. But CHR has 
pursued relentless litigation against them for five years.                

    Next, consider what CHR accuses these five former employees of doing, in violation 
of the provisions in their CBP Agreements. According to CHR it is far less than what the 
outer limits of the provisions in the agreements could theoretically sustain. See ECF 250 at 
6 (“While the Agreements contain various severable post-employment obligations, C.H. 
Robinson seeks to enforce only the Individual Defendants’ promises not to divert their C.H. 
Robinson customers or carriers elsewhere, which obligation is indisputably reasonable 

under established Minnesota law, as applied to the facts of this case.”). But frankly, this 
claim is more than a bit confusing. For one, while CHR indeed points to evidence that 
Mr. Antobenedetto, Mr. Buckley, and Mr. Dossey have “diverted” business from CHR, 

 
at  10–14  (discussing  the  amounts  that  each  individual  defendant  is  alleged  to  have 
“diverted” for Traffic Tech), it accuses Mr. Aguiniga of “soliciting,” not “diverting,” 

 at 

19–20. Although these may be similar concepts in effect, they are discrete terms found in 
separate provisions in the contracts, and it is not clear whether CHR is now using them 
interchangeably or has simply overlooked that it is pursuing a different breach theory with 
Mr. Aguiniga.                                                             
    More significantly, CHR’s claim  about the limits of its enforcement efforts  is 

difficult to understand in light of its own statements made elsewhere in briefing over the 
pending motions. In its opposition to Defendants’ current summary judgment motion, CHR 
asserts that it is not attempting to enforce provision IV(C)(3), the far broader of the two 
provisions examined above. See ECF 255 at 22 (acknowledging that “Section IV(C)(3) . . . 
does not include language limiting the obligation to customers the Individual Defendants 
contacted at C.H. Robinson” and maintaining that “C.H. Robinson is not seeking to enforce 

this provision. The Court’s analysis of Section IV(C)(3) should end here”). But for two 
reasons, the Court disagrees that the analysis stops here.                
    First, CHR waited to disavow enforcement of Section IV(C)(3) until the eleventh 
hour. For much of the past five years of litigation, from the complaints through the first 
round of summary judgment, CHR sought to enforce both. See, e.g., Sec. Am. Compl. 
(which does not specify which provisions are being asserted); ECF 1-1 (Orig. Compl.) at, 

e.g., 17 (quoting all of the CPB Agreements’ restrictive provisions found within IV(C)); 
ECF 167 (Pl.’s Mem. in Opp. to Original S.J.) at, e.g., 14 (citing both IV(C)(1) and 
IV(C)(3) as being the provisions CHR sought to enforce). It would be unfair to gauge 
overbreadth on a concession CHR declined to make for years.               
    Second,  their  current  assertion  that  they  are  not  seeking  to  enforce  Provision 

IV(C)(3) is belied by CHR’s own simultaneous assertion that they are seeking “to enforce 
only the Individual Defendants’ promises not to divert their C.H. Robinson customers or 
carriers elsewhere.” Indeed, Section IV(C)(3) is the very provision that uses the term 
“divert,” by restricting an employee from “caus[ing] or attempt[ing] to cause” a Business 
Partner to, among other things, “divert” their business elsewhere. The term divert does not 

appear in IV(C)(1). So, in seeking to uproot the concept of a prohibition on “divert[ing]” 
business out of IV(C)(3) and incorporate it into the more limited scope of IV(C)(1), CHR 
disavows enforcement of IV(C)(3) while continuing to invoke its limitations.  
    This is critical, because “divert,” a passive, outcome-focused verb, is doing a lot of 
the work for CHR at this point. For example, CHR points to evidence that it says shows 

that Mr. Antobenedetto “diverted as many as 2,224 shipments and billed as much as 
$2,694,375.60 worth of invoices for Traffic Tech.” ECF 250 at 17. And CHR points to 
similar evidence for Mr. Dossey (alleging he “diverted as many as 247 shipments and billed 
as much as $831,544.27 worth of invoices for Traffic Tech.”), id. at 18, as well as for 
Mr. Buckley (alleging he “diverted 33 shipments and billed $23,640.77 worth of invoices 
for Traffic Tech.”), id. at 19. Even if the Court would allow CHR to graft “divert” into 

Provision IV(C)(1)17, it is not entirely clear  whether the alleged diversions are even 
attributable to contact that would be restricted under that provision. After all, there is 
nothing  in  Provision  IV(C)(1)  to  restrict  any  of  these  individual  defendants  from 
“diverting” a CHR customer that they never worked with while at CHR. Indeed, as 
discussed above, attempting to restrict the defendants in that manner would very likely be 

impermissible.                                                            
    Admittedly,  under  Minnesota  law,  “[e]mployers  have  a  legitimate  interest  in 
protecting themselves against ‘the deflection of trade or customers by the employee by 
means of the opportunity which the employment has given him.’” Fosshage, 

 (quoting Bennett, 

). And for each individual defendant, CHR 

points to at least some evidence tending to show that a customer with whom he worked at 
CHR then did business with Traffic Tech. See ECF 250 at 16–20 (discussing the number 

    17 As discussed below, the Court declines to “blue pencil” the agreements in this 
manner.                                                                   
of their former CHR customers that Mr. Antobenedetto, Mr. Buckley, and Mr. Dossey is 
alleged to have “diverted to Traffic Tech”). This is combined with some evidentiary 

anecdotes that substantiate these preexisting relationships. See, e.g., id. at 18 (pointing to 
Mr. Dossey’s deposition testimony in which he discussed securing a sale for Traffic Tech 
with  someone  that  “I’m  friends  with”  and  who  “I  first  met  []  when  I  was  at  C.H. 
Robinson”). To be sure, this is far from proof of breach of Provision IV(C)(1), which again, 
does not include the word “divert.” If the CPB Agreements were not facially unenforceable, 
there would be questions of fact about exactly what action CHR believes the individual 

defendants took that violates IV(C)(1). Indeed, the Court is struck that CHR appears 
unwilling to state plainly that Mr. Antobenedetto, Mr. Buckley, or Mr. Dossey “solicited” 
former clients, or for that matter to employ any of the other active verbs found in IV(C)(1). 
There would also be questions about the nature of the preexisting relationships that the 
individual defendants allegedly exploited while working for Traffic Tech. See, e.g., Sysdyne 

Corp. v. Rousslang, No. A13-0898, 

 (Minn. Ct. App. Mar. 10, 2014) 
(affirming judgment that employer could not reasonably restrict its former employee from 
engaging with former customers with whom he had a relationship that was not fully 
attributable to his former employment), aff’d, 

 (Minn. 2015).  
    Ultimately, however, if this kind of “diverting” of former clients is all that CHR 

truly seeks to protect itself from, then it should have drafted restrictive covenants that were 
simpler, narrower, and directed toward that end. That is not what it did. Instead, the 
individual defendants operated under a substantially broader universe of restrictions on 
their post-employment conduct. And then, when CHR came to believe that they were 
engaging in what is arguably limited breaching conduct, CHR nonetheless threw the entire 
book at them. Wielding the overbroad restrictions in the CPB Agreements as a hammer 

against workaday ex-employees, before seeking to conveniently narrow them to support 
their position near the end of the litigation is not context or “attendant circumstance” that 
saves the covenants from their facial overbreadth. Indeed, this entire course of action only 
furthers the Court’s conclusion that the provisions in this case do far more to discourage 
legitimate employee mobility than to protect CHR’s legitimate protective interests. This 
exceeds reasonable restriction under Minnesota law, and this Court will not enforce the 

CPB Agreements against the individual defendants. See Rao v. St. Jude Med. S.C., Inc., No. 
19-cv-923  (MJD/BRT),  

,  at  *6  (D.  Minn.  May  26,  2020)  (“In 
determining whether to enforce a particular noncompete or agreement or provision, the 
court balances the employer’s interest in protection from unfair competition against the 
employee's  right  to  earn  a  livelihood.”)  (Minn.  1998)),  report  and  recommendation 

adopted, No. 19-cv-923 (MJD/BRT), 

 (D. Minn. July 20, 2020).  
    This brings the Court to CHR’s final argument of relevance to the overbreadth of 
the covenants at issue in this case. If the Court finds, as it has, that the covenants are 
unenforceably overbroad, CHR would like the Court to fix them so that they may be 
enforced. This request is declined. “Under the blue-pencil doctrine, courts may ‘take an 

overly broad restriction and enforce it only to the extent that it is reasonable.’” Midwest 
Sign, 

 (quoting Klick v. Crosstown State Bank of Ham Lake, Inc., 

 (Minn. Ct. App. 1985)). The decision to do so is fully within this Court’s 
discretion. Id.; see Klick, 

 (“‘[I]n employment cases, a court should be 
permitted to make changes.’ The logical inference from this statement is that it is at the 
discretion of the trial court to modify the provisions in equitable situations.”) (quoting 

Davies  &  Davies Agency,  Inc.  v.  Davies,  

,  131  n.1  (Minn.  1980)). 
“[N]othing in Minnesota state law requires the Court to blue-pencil Plaintiff’s non-compete 
provisions.” Marvin Lumber, 

, at *8.                       
    Here, the “Court would be loathe to go so far to fix any contractual provision, much 
less a restrictive covenant—which, under [Minnesota] law, is disfavored as a restraint on 
trade[.]” Moeschler v. Honkamp Krueger Fin. Servs., Inc., No. 21-CV-0416 (PJS/DTS), 

, at *3 (D. Minn. Sept. 21, 2021) (analyzing a non-solicitation agreement 
under Iowa law). Fundamentally, doing so would only exacerbate many of the Court’s 
equitable concerns discussed above. To allow CHR the benefit of overly broad restrictions 
on its employees at the front end, and then revise those restrictions into something more 
reasonable to capture  specific  breaching conduct on the backend,  is both unfair and 

anathema to the balancing of interests required under Bennett. More specifically, while not 
quite at the level required to rewrite the “gibberish” that was at issue in Moeschler, 

, at *4, the blue-penciling here would clearly exceed mere narrowing and 
would require significant tinkering. As noted previously, the covenants in this case are 
complex and overlapping, if not confusing and redundant, and any revision to them would 

necessarily entail significant changes to the whole. It would be inappropriate for this Court 
to remove the most-applicable conduct out of the most-objectionable provision, place it 
into  the  less-objectionable  provision,  read  out  any  remaining  overbreadth  from  that 
provision, and then allow CHR to surgically enforce the provision against the defendants. 
Again, if CHR would like to protect itself against specific former-employee conduct that it 
believes is anti-competitive and that it believes has occurred here, it may tailor its future 

employment agreements in a reasonable manner from the outset and then pursue any 
meritorious enforcement that it deems necessary.                          
           3.  Traffic Tech                                              
    CHR originally asserted two claims of tortious interference with contracts against 
Traffic Tech: interference in contracts between CHR and its clients and interference in 
contracts between CHR and its employees. Judge Davis granted summary judgment and 

dismissed both of these claims, concluding that CHR had adduced no evidence that Traffic 
Tech had interfered with customer contracts, C.H. Robinson, 

 at *11, 
while  reasoning  that  because  the  employment  contracts  were  unenforceable  under 
California law, CHR had failed to adduce evidence that Traffic Tech had acted wrongfully 
by recruiting the individual defendants, id. at *12. As noted above, the Eighth Circuit 

reversed and remanded the latter because it was predicated on the assumption that the 
contracts were governed by California law, C.H. Robinson, 

, but it affirmed 
the  former  ruling,  

  (noting  that  “[u]nlike  the  other  two  claims,  C.H. 
Robinson’s claim for tortious interference with prospective economic advantage is not 
contingent upon whether the contracts are enforceable” and affirming dismissal).   

    As to the tortious-interference-with-employment-contracts claim, the Court now 
reaches the same outcome as Judge Davis. Because the Court has ruled that the individual 
defendants’ CBP Agreements are unenforceable under Minnesota law, those contracts 
cannot form the basis of a tortious-interference claim. See Qwest Commc’ns Co., LLC v. 
Free Conferencing Corp., 

 (8th Cir. 2018) (explaining that under 
Minnesota law, the first element of any tortious interference with contract claim requires 

the existence of a contract) (quoting Sysdyne, 860 N.W.2d at 351). CHR points to no valid 
contract  that Traffic Tech  could  have  interfered  with  by  recruiting  and/or  hiring  the 
individual defendants. Summary judgment is therefore proper on the remaining tortious 
interference with contracts claim.                                        
IV.  Order                                                                
    For the foregoing reasons, IT IS HEREBY ORDERED that:                

    1.  Defendants’ Motion for Summary Judgment (ECF 242) is GRANTED;    
    2.  Plaintiff’s Motion to Dismiss (ECF 230) is DENIED, and;          
    3.  Plaintiff’s Motion for Summary Judgment (ECF 234) is DENIED.     
    4.  This matter is DISMISSED.                                        

Let Judgment be Entered Accordingly.                                      
Date: September 27, 2024            s/ Katherine M. Menendez             
                                   Katherine M. Menendez                 
                                   United States District Judge          

                UNITED STATES DISTRICT COURT                             
                    DISTRICT OF MINNESOTA                                


C.H. Robinson Worldwide, Inc.,          No. 19-CV-00902 (KMM/DTS)        

               Plaintiff,                                                

v.                                          ORDER                        

Traffic Tech, Inc., James Antobenedetto,                                 
Spencer Buckley, Wade Dossey, Brian                                      
Peacock, and Dario Aguíñiga,                                             

               Defendants.                                               


    This is a contract and tort dispute brought by Plaintiff C.H. Robinson Worldwide, 
Inc. (“CHR”) against Defendant Traffic Tech, Inc. (“Traffic Tech”) and five individual 
defendants: James Antobenedetto, Spencer Buckley, Wade Dossey, Brian Peacock, and 
Dario Aguiniga. The  Court  will  refer  to Traffic Tech  and  the  individual  defendants, 
collectively, as “Defendants.” CHR is a Delaware corporation with its principal place of 
business in Minnesota and is a third-party logistics provider, connecting companies that 
need to ship goods with other companies that provide transportation services. Traffic Tech 
is a Canadian corporation headquartered in Chicago, Illinois, and is also in the logistics 
industry acting as a freight broker. The five individual defendants originally worked for 
CHR in California, and all of them eventually moved to work for Traffic Tech. CHR 
accuses each of the individual defendants of breaching non-solicitation provisions in their 
employment contracts, while accusing Traffic Tech of tortious interference in contracts 
between CHR and its clients and employees. Before the Court are three motions: 1) CHR’s 
motion to voluntarily dismiss its claims against Mr. Peacock (ECF 230); 2) CHR’s motion 

for summary judgment as to the remaining defendants (ECF 234); and 3) Defendants’ 
motion for summary judgment (ECF 242). For the reasons that follow, the Court DENIES 
CHR’s motions and GRANTS summary judgment for Defendants.                 
I.  Background                                                           
    This matter returns to the Court on remand from the Eighth Circuit. In September 
2021, the Honorable Michael J. Davis granted summary judgment in favor of Traffic Tech 

and the individual defendants in this case. See C.H. Robinson Worldwide, Inc. v. Traffic 
Tech, Inc., No. 19-cv-902 (MJD/DTS), 

 (D. Minn. Sept. 22, 2021)1. In 
his order, Judge Davis first thoroughly outlined the contract language at issue in this 
litigation and provided a detailed factual discussion of the employment history of each of 
the individual defendants with CHR, their departures from CHR to work for Traffic Tech, 

and CHR’s initiation of this lawsuit. See 

 at *1–5. There has not been meaningful change 
to the record since Judge Davis’s 2021 order, so his background section is incorporated 
herein by reference and will not be restated here.                        
    Judge Davis then conducted a choice-of-law analysis to determine whether the 
employment contracts at issue were governed by Minnesota law, as CHR maintained, or 

California law, as Defendants did. Id. at *7. According to CHR, each of the individual 
defendants  signed  a  Confidentiality  and  Protection  of  Business  Agreement  (“CPB 


    1 This decision is also docketed in this matter at ECF 170.          
Agreement”) with CHR, which, with the exception of Mr. Peacock2, contained a choice-
of-law provision dictating the application of Minnesota law to any claims arising under the 

agreement. Id. at *2. However, because each of the individual defendants are citizens of 
California and each worked exclusively in California while employed by CHR, Judge 
Davis applied a California “anti-waiver” law that, broadly speaking, seeks to prevent the 
application of other states’ laws to employment relationships in California. See id. at *8–9 
(discussing California Labor Code § 925). Consequently, Judge Davis determined that 
California law governed each of the CPB Agreements.3 Id. at *9.           

    Judge Davis then applied California’s statutory presumption against non-compete 
and  non-solicitation  agreements  and  found  that  the  “very  broad”  non-solicitation 
provisions  in  each  of  the  CPB Agreements  “unreasonably  restrict[ed]  the  individual 
defendants’  ability  to  engage  in  their  lawful  profession,”  and  the Agreements  were 
unenforceable under California law. Id. at *10. Judge Davis also found that CHR’s tortious 

interference with contractual relations claims against Traffic Tech failed. As for alleged 
interference by Traffic Tech in contracts between CHR and its clients, he concluded that 
CHR had failed to adduce evidence of any “customer or carrier contracts that were 
interfered with by [Traffic Tech].” Id. at *11. Turning to the claimed interference by Traffic 


    2 As discussed in greater detail below, Mr. Peacock signed a contract containing a 
different choice-of-law provision, providing that while claims between him and CHR 
“arising in” California would be governed by California law, all other claims between 
Mr. Peacock and CHR would be governed by Minnesota law.                   
    3 Judge Davis also noted that even if Minnesota law applied to the CPB Agreements, 
he would find them unenforceable due to the same overly broad non-solicitation provisions. 
Id. at *10 n.4 (citing Bennett v. Storz Broadcasting Co., 

 (Minn. 1965). 
Tech in contracts between CHR and its employees, Judge Davis concluded that because 
the CPB Agreements were unenforceable, CHR had failed to adduce evidence that Traffic 

Tech “acted intentionally and wrongfully by recruiting CHR employees.” Id. at *12. 
    CHR appealed Judge Davis’s order. The Eighth Circuit held that, under the common 
choice-of-law provision in each of their CPB Agreements, Minnesota law, rather than 
California law, governed the contracts of Mr. Antobenedetto, Mr. Buckley, Mr. Dossey, and 
Mr. Aguiniga. C.H. Robinson Worldwide, Inc. v. Traffic Tech, Inc., 

 (8th 
Cir.) (“Minnesota is ‘committed to the rule’ that parties can agree on the law that governs 

their contract.” (quoting Milliken & Co. v. Eagle Packaging Co., 

, 380 n.1 
(Minn. 1980))), cert. denied, 

 (2023)4. As for Mr. Peacock’s distinct choice-
of-law provision, the Eighth Circuit found that it was for the district court to determine “in 
the first instance whether C.H. Robinson’s claims or disputes against Peacock arose in 
California under the language in Peacock's employment contract” before it could determine 

whether California or Minnesota law governed this dispute. Id. at 1150. Accordingly, the 
matter was remanded for the “district court to substantively analyze whether all or part of 
the former employees’ contracts are unenforceable and, if not, whether the claims for 
breach  of  contract  and  tortious  interference  with  a  contractual  relationship  survive 
summary judgment.” Id.5                                                   



    4 This opinion is found at ECF 211.                                  
    5  The  Eighth  Circuit  affirmed  Judge  Davis’s  decision  to  dismiss  the  tortious 
interference  claim  against  Traffic  Tech  based  on  alleged  interference  with  contracts 
between CHR and its customers. See Id. at 1151.                           
    Both parties now seek summary judgment based on the Eighth Circuit’s ruling. In 
short, Traffic Tech  argues  that  the  CPB Agreements are  just  as unenforceable  under 

Minnesota law as they are under California law. See ECF 246 (Defs.’ Mem. in Supp. of 
S.J.) at 2 (“Minnesota law simply requires a more layered analysis, where California law 
automatically voids restrictive covenant agreements.”). Traffic Tech also argues that, under 
the  remand  instructions  of  the  Eighth  Circuit,  Mr.  Peacock’s  CPB  Agreement  is 
“indisputably governed by California law, and is void under California law.” See, e.g., id. 
at 9. Finally, Traffic Tech suggests  that intervening developments in state legislative 

activity raise important constitutional issues about choice-of-law determinations that were 
not addressed by either Judge Davis or the Eighth Circuit, and asks this Court to once again 
conclude that California law governs all of the CPB Agreements at issue. Id. at 3. In 
contrast, rather than dispute whether the claims or disputes against Mr. Peacock arose in 
California, CHR instead seeks to voluntarily dismiss with prejudice its claims against him, 

pursuant to Federal Rule of Civil Procedure 41(a)(2). See generally ECF 232 (Pl.’s Mem. 
in Supp. of Mot. to Dismiss). As for the remaining CPB Agreements, CHR argues that each 
is enforceable under Minnesota law and that it had “proven its breach of contract claims as 
a matter of law.” ECF 250 (Pl.’s Mem. in Supp. of S.J.) at 22.            
II.  Legal Standard                                                      

    Summary judgment is appropriate when there is no genuine issue of material fact 
and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a); 
Celotex Corp. v. Catrett, 

, 322–23 (1986); Dowden v. Cornerstone Nat’l Ins. 
Co., 

 (8th Cir. 2021). The moving party must demonstrate that the material 
facts are undisputed. Celotex, 

. A fact is “material” only if its resolution 
could affect the outcome of the suit under the governing substantive law. Anderson v. 

Liberty Lobby, Inc., 

 (1986). When the moving party properly supports a 
motion for summary judgment, the party opposing summary judgment may not rest on 
mere  allegations  or  denials,  but  must  show,  through  the  presentation  of  admissible 
evidence, that specific facts exist creating a genuine issue for trial. 

; McGowen, 
Hurst, Clark & Smith, P.C. v. Com. Bank, 

 (8th Cir. 2021). A dispute of 
fact is “genuine” only if “the evidence is such that a reasonable jury could return a verdict 

for the nonmoving party.” Anderson, 

. Courts must view the inferences to 
be drawn from the facts in the light most favorable to the nonmoving party. Matsushita 
Elec. Indus.  Co., Ltd. v. Zenith Radio Corp., 

, 587–88 (1986); Irvin v. 
Richardson, 

 (8th Cir. 2021).                          
    On cross-motions for summary judgment, the Court assesses the facts under each 

motion separately. Progressive Preferred Ins. Co. v. Est. of Stover, 

, 
1046 (D. Minn. 2020). “Either way, summary judgment is proper if the record demonstrates 
that there is no genuine issue as to any material fact” and the movant is entitled to judgment 
as a matter of law. Seaworth v. Messerli, No. 09-cv-3437 (RHK/LIB), 

, 
at *3 (D. Minn. Sept. 7, 2010) (quoting Int’l Bhd. of Elec. Workers, Local 176 v. Balmoral 

Racing Club, Inc., 

 (7th Cir. 2002)), aff’d, 

 (8th Cir. 
2011).                                                                    
III.  Discussion                                                          
      A. CHR’s Motion to Dismiss                                         
    On  remand,  the  Eighth  Circuit  instructed  this  Court  to  determine  whether 
Mr. Peacock’s CPB Agreement is governed by California law or Minnesota law, in light of 

its reversal of Judge Davis’s choice-of-law analysis as to all of the agreements. Rather than 
continue to litigate against Mr. Peacock, however, CHR now moves to voluntarily dismiss 
its claims against him, with prejudice, pursuant to Federal Rule of Civil Procedure 41(a). 
Rule 41(a)(1) provides that a plaintiff may dismiss “an action” without leave of court if it 
does so “by filing: (i) a notice of dismissal before the opposing party serves either an 
answer or a motion for summary judgment; or (ii) a stipulation of dismissal signed by all 

parties who have appeared.” Barring either of those scenarios, “an action may be dismissed 
at the plaintiff’s request only by court order, on terms that the court considers proper.” Rule 
41(a)(2). Somewhat unusually, Mr. Peacock opposes CHR’s motion. See generally ECF 
256 (Defs.’ Opp. to Mot. to Dismiss). Therefore, this request will fall under Rule 41(a)(2). 
For the following reasons, CHR’s request is denied.                       

    “A motion to dismiss an action under Rule 41(a)(2) falls to the sound discretion of 
the district court.” Corning Inc. v. Wilson Wolf Mfg. Corp., 

, 882 (D. 
Minn. 2022) (citing Herring v. City of Whitehall, 

 (8th Cir. 1986)). “A 
court is not required to dismiss a claim upon request.” 

 Instead, a court is guided by the 
primary purpose of Rule 41(a)(2), which is to “prevent voluntary dismissals which unfairly 

affect the other side.” Metro. Fed. Bank of Iowa, F.S.B. v. W.R. Grace & Co., 

 (D. Minn. 1992). “The judicial precedents have made it perfectly clear that the 
grant or denial of a Rule 41(a)(2) dismissal motion, with or without prejudice, is a matter 
addressed to the trial court's sound discretion,” though dismissals sought with prejudice are 
usually  granted  because  such  dismissals  are  complete  adjudications  that  bar  further 
litigation. 9 Charles Alan Wright & Arthur R. Miller, Fed. Prac. & Proc. § 2364 & n.8 (4th 

ed., June 2024 Update) (collecting cases). “Denial of a dismissal with prejudice is proper, 
however, where it would be unfair to defendant to dismiss the case” under the particular 
circumstances of the case. Owner-Operator Indep. Drivers Ass’n v. United Van Lines, Inc., 
No. 4:06-CV-219 (JCH), 

, at *2 (E.D. Mo. Apr. 24, 2007) (citing 
Gilbreth Int’l Corp. v. Lionel Lesiure, Inc., 

 (E.D. Pa. 1983).  
    Here, the Court concludes that to allow CHR to dismiss its case against Mr. Peacock, 

even with prejudice, would give rise to such an unfairness. CHR has doggedly pursued a 
case against Mr. Peacock since 2019. Before an earlier round of summary judgment with 
Judge Davis, CHR had the same opportunity to reflect upon the merits of its case against 
Mr. Peacock and seek this same dismissal. It did not do so. Instead, CHR argued to Judge 
Davis that Mr. Peacock’s contract (just like those of the other individual defendants) was 

governed by Minnesota law and that factual disputes precluded summary judgment in 
Defendants’ favor. And after receiving a decision from Judge Davis that it disagreed with, 
CHR chose to prosecute its case against Mr. Peacock to the Eighth Circuit. Having received 
the very remand it sought, CHR only now seeks to remove Mr. Peacock from the case.  
    This  request  is  understandably  jarring  to  Mr.  Peacock.  Indeed,  nothing  has 

developed factually about the case against him since Judge Davis was first asked to award 
summary judgment to Defendants. Presumably, CHR expects this Court to follow the 
Eighth Circuit’s specific remand instructions as to Mr. Peacock and conclude that the 
events giving rise to its enforcement action against him occurred in California. It is very 
clear that they did, as discussed below. But this reality has been plain from the outset of 
this litigation. The Court declines to speculate why CHR previously believed that the 

unique  language  in  Mr.  Peacock’s  CPB Agreement  could  support  the  application  of 
Minnesota law in this dispute. But it appears that CHR has now seen the writing on the 
wall. The inescapable conclusion is that CHR has pursued its case against Mr. Peacock for 
as long as possible, right up to the moment he receives a judgment in his favor. The Court 
is not inclined to reward this kind of brinksmanship with an eleventh hour voluntary 
dismissal. See Bioxy, Inc. v. Birko Corp., 

 (E.D.N.C. 1996) (“[A] 

motion  for  voluntary  dismissal  with  prejudice  should  be  granted  absent  evidence  of 
collusion, an imminent decision on the merits, or other extraordinary circumstances.”) 
(emphasis added). And while CHR characterizes a voluntary dismissal with prejudice as 
being legally indistinguishable to a judgment on the merits, it is worth remembering that 
this lawsuit involves actual human beings, named in the caption of a federal lawsuit for 

half of a decade. To a lay party like Mr. Peacock, there is certainly a qualitative difference 
between receiving a last-second surrender by the plaintiff who has been suing him for years 
and receiving this Court’s neutral assessment that he did nothing wrong.  
    And to be clear, CHR does not even concede in its briefing that it has no case against 
Mr. Peacock. Instead, CHR makes very plain that the decision to withdraw its case against 

him  is  purely  strategic.  Both  parties  expend  considerable  word  count  discussing  the 
vagaries of California law and whether recently enacted statutory penalties may or may not 
attach to CHR if its motion to dismiss is denied. By CHR’s own words, Mr. Peacock’s 
opposition to the motion to dismiss is                                    
    forcing  C.H.  Robinson  to  enforce  its Agreement  against  Peacock,  and 
    Peacock has threatened to bring new claims based on Section 16600.5, which 
    he can do only if this litigation continues. But Peacock cannot force C.H. 
    Robinson  to  potentially  violate  the  new  law.  Indeed,  this  is  the  classic 
    example of a plaintiff whose claim was meritorious at the onset of litigation, 
    but who encountered a shift in litigation posture resulting from the enactment 
    of a new law.                                                        

ECF 232 at 1 (emphasis added). The law referenced above, codified in early 2024 at 
California Business and Professions Code § 16600.5, allows for an “employee, former 
employee, or prospective employee [to] bring a private action . . . for injunctive relief or 
the recovery of actual damages, or both” for any attempt by an employer to enforce a non-
compete agreement. Id. § 16600.5(e)(1). But if this new law6 creates any “shift in litigation 
posture” at all, that shift does not impact the merits of CHR’s theory of liability against 
Mr. Peacock, which has been based on the same evidence and law since Judge Davis first 
granted summary judgment in 2021. The fact that CHR may now face liability for suing 
Mr. Peacock under his CPB Agreement changes only the tactical landscape of the decision 
to litigate against him, and speculation7 about whether Mr. Peacock is somehow “forcing” 

    6 To be sure, California law has long provided that “every contract by which anyone 
is restrained from engaging in a lawful profession, trade, or business of any kind is to that 
extent void.” 

(a). This prohibition substantially predates 
CHR’s decision to have its California-based employees sign non-solicit agreements and its 
decision to litigate against Mr. Peacock. See, e.g., Edwards v. Arthur Andersen LLP, 

 (Cal. 2008) (discussing the history of § 16600, which dates back to 19th century). 
In other words, CHR has always known that the application of California law to Mr. 
Peacock’s CPB Agreement would likely be fatal to the merits of its case against him. 
    7  Indeed,  this  Court’s  summary  judgment  decision  ends  the  litigation  against 
Mr. Peacock as effectively as granting the motion to dismiss would. Given CHR’s attempt 
to voluntarily dismiss, although denied by this Court, nothing would prevent CHR from 
arguing that it did not seek to enforce Mr. Peacock’s CPB Agreement against him following 
the enactment of Cal. Bus. and Prof. Code § 16600.5.                      
CHR into this potential liability is a red herring8 that distracts from this Court’s Rule 
41(a)(2) analysis.                                                        

    Ultimately,  then,  the  Court  denies  CHR’s  motion  to  voluntarily  dismiss  with 
prejudice at this very late hour. This is for the prosaic, yet still-vital reason that it would be 
unfair to deny Mr. Peacock his proverbial day in court. See United Van Lines, Inc., 

, at *2 (denying motion to voluntarily dismiss with prejudice, in part, because 
“[d]efendant has put considerable effort and expense into defending against this lawsuit”). 
Here, the table is set for summary judgment, by plaintiff’s own meticulous arrangement. 

Indeed, all of the parties9 are entitled to new answers to the questions originally posed to 
Judge Davis more than three years ago in light of the Eighth Circuit’s remand.   

    8 So, too, are discussions about the potential implications on attorney-fee shifting 
under California Civil Code § 1717. See, e.g., ECF 263 (Pl.’s Reply in Supp. of Mot. to 
Dismiss) at 22–25. This Court’s Rule 41(a) analysis is guided by the fundamental question 
of fairness to the defendant, not by whether or not dismissal has potential downstream 
ramifications for plaintiff.                                              
    9 The Court also notes that because CHR seeks only to dismiss a claim against one 
of six defendants and because CHR gives no indication that it also intends to withdraw 
claims against Traffic Tech for allegedly interfering in its contractual relationship with Mr. 
Peacock, it is unclear if CHR is truly seeking dismissal of “an action” under Rule 41(a) 
motion, or whether the request more closely resembles a Rule 15 motion to amend the 
pleadings.  See,  e.g.,  Graco,  Inc.  v.  Techtronic  Indus.  N.  Am.,  Inc.,  No.  09-cv-1757 
(JRT/RLE), 

, at *2 (D. Minn. Mar. 9, 2010) (discussing this distinction 
and the nature of “an action” under Rule 41(a)). While the Eighth Circuit has observed that 
the “differences were more technical than substantial” between a plaintiff’s motion for Rule 
41(a) dismissal or Rule 15 amendment, Wilson v. Crouse–Hinds Co., 

 
(8th Cir. 1977), that does not mean that there is no difference at all. If this effort to remove 
Mr. Peacock from the case was more appropriately brought under Rule 15, then that request 
would also be subject to the Court’s discretion and would be “freely give[n] . . . when 
justice so requires.” Fed. R. Civ. P. 15(a)(2). But regardless of which rule applies, the 
equities in this circumstance favor reaching a final decision regarding Mr. Peacock. 
      B. Cross Motions for Summary Judgment                              
           1.  Peacock                                                   

    As discussed above, the Eighth Circuit instructed this Court to determine “in the 
first  instance  whether  [CHR]’s  claims  or  disputes  against  [Mr.]  Peacock  arose  in 
California.” C.H. Robinson Worldwide, 

. The Court has reviewed the 
parties’ arguments10 and the summary judgment record and concludes that there is no 
dispute, genuine or otherwise, that they did.                             
    According to the operative complaint, Mr. Peacock’s CPB Agreement “contains 

post-employment  restrictive  covenants  prohibiting  Peacock  for  two  years  after  the 
termination of employment from soliciting C.H. Robinson employees or customers.” ECF 
115 (Second Am. Compl.) ¶ 82. And CHR alleges that after becoming employed by Traffic 
Tech, “[Mr.] Peacock used the best point of contact for customers and customers’ needs 
and  preferences,  based  on  prior  relationships  developed  at  C.H.  Robinson,  to  solicit 

multiple C.H. Robinson customers” in breach of his agreement. Id. ¶ 125(d). The only 
allegation relevant to a choice-of-law analysis is the legal conclusion that “[Mr.] Peacock’s 
Confidentiality and Protection of Business Agreement provides that the law of the State of 
Minnesota shall govern the Agreement.” Id. ¶ 86. The Eighth Circuit has explained, 

    10  Because  CHR  moved  the  Court  to  voluntarily  dismiss  its  case  against 
Mr. Peacock, it did not offer any argument on summary judgment directed toward whether 
its claims and disputes against Mr. Peacock arose in the state of California or elsewhere. 
As such, the Court considers Mr. Peacock’s factual and legal assertions in support of 
summary judgment to be essentially undisputed across the board. However, in the interests 
of thoroughness, the Court has reviewed the record and legal citations in Defendants’ brief 
and finds that they are more than sufficient to support that Mr. Peacock is entitled to 
summary judgment.                                                         
however, that this is only true if the disputes and claims against him arose outside of 
California. C.H. Robinson Worldwide, 

 (“[Mr. Peacock’s] contract first asks 

whether the ‘claims or disputes arise in California.’ If the answer is yes, California law 
applies. If the answer is no, Minnesota law applies.”) (cleaned up).      
    Even when viewing the evidence in the light most favorable to CHR, nothing 
supports  the  conclusion  that  this  dispute  against  Mr.  Peacock  arose  anywhere  but 
California. Simply put, it is undisputed that Mr. Peacock’s employment with CHR was 
entirely based in California and his departure from CHR to work for Traffic Tech also 

occurred  in  California. Therefore,  all  of  the  evidence  in  this  case  suggests  that  any 
subsequent behavior by Mr. Peacock while working for Traffic Tech necessarily occurred 
in California, by a California-based employee of a company at  one of its offices in 
California. CHR offers no reason to conclude otherwise. Thus, as Defendants correctly 
note, “the performance (or alleged non-performance) of the non-compete agreement took 

place entirely within California, and California law should be applied.” ECF 246 at 34–35 
(citing State Auto Prop. & Cas. Ins. Co. v. Boardwalk Apartments, L.C., 

 
(8th Cir. 2009) (“Matters regarding the performance of a contract are governed by the law 
of the place of performance.”)). Mr. Peacock’s CPB Agreement is therefore governed by 
California law.                                                           

    Under California law “every contract by which anyone is restrained from engaging 
in a lawful profession, trade, or business of any kind is to that extent void.” 

(a). As Judge Davis previously noted11, “[n]on-solicitation clauses, as 
well as non-compete clauses, have been found to ‘restrain employees from practicing their 

chosen profession’ and are therefore void under § 16600 ab initio and unenforceable.” C.H. 
Robinson Worldwide, Inc., 

, at *10 (quoting Dowell v. Biosense Webster, 
Inc., 

 (2009)). Here, the non-solicitation agreements in Mr. 
Peacock’s contract clearly restrain Mr. Peacock’s professional activities.  
    Judge Davis previously summarized what these provisions say and purport to do, 
which the Court now repeats verbatim:                                     

    The non-solicitation clauses in the CPB Agreements provide that for two 
    years  after  termination  of  their  employment  with  CHR,  the  individual 
    defendants would not “directly or indirectly ... solicit, engage, sell or render 
    services to, or do business with any Business Partner or prospective Business 
    Partner of the Company with whom I worked or had regular contact, on 
    whose account I worked, or with respect to which I had access to Confidential 
    Information ...” The definition of “Business Partner” includes more than just 
    CHR customers, it also includes carriers, consultants, contractors, suppliers, 
    vendors  or  any  other  person,  company,  organization  or  entity  that  has 
    conducted business with CHR. Another non-solicitation provision provides 
    that  the  individual  defendants,  within  two  years  of  terminating  their 
    employment with CHR, could not “[d]irectly or indirectly cause or attempt 
    to cause any Business Partner of the Company with whom the Company has 
    done business or sought to do business within the last two (2) years of my 
    employment to divert, terminate, limit or in any manner modify decrease or 
    fail  to  enter  into  any  actual  or  potential  business  relationship  with  the 
    Company.”  This  provision  is  not  limited  to  “Business  Partners”  the 
    individual defendants had contact with or about who they had confidential 
    information.                                                         


    11 To be sure, nothing about the Eighth Circuit’s conclusion that Minnesota law 
governed four of the five CPB Agreements cast doubt upon Judge Davis’s legal conclusions 
about  the  enforceability  of  non-solicitation  agreements  under  California  law.  Those 
conclusions are incorporated by reference.                                
Id. at *10. To be sure, California law does not differentiate between narrow and broad non-
compete or non-solicitation agreements: all are void. See Edwards v. Arthur Andersen LLP, 

 (2008) (“Noncompetition agreements are invalid under section 16600 
in California, even if narrowly drawn. . . .”); Ixchel Pharma, LLC v. Biogen, Inc., 

 (2020) (“[W]e [have] rejected the argument that section 16600 only voids 
restraints that entirely prohibit an employee from engaging in a profession and not less 
restrictive limitations that are reasonable.”) (citing Edwards, 44 Cal. 4th at 946–47). 
Nevertheless, it is worth noting that the restrictions on Mr. Peacock are very broad. Under 

the relevant restrictive covenants in his CPB Agreement, Mr. Peacock, an entry-level sales 
associate who worked for CHR directly out of college, was effectively prohibited from 
contacting  any  CHR  customer,  vendor,  partner,  carrier,  or  any  entity  that  conducted 
business with CHR, in the course of any subsequent employment for two years after leaving 
CHR. This imposed an obvious limitation on Mr. Peacock’s ability to effectively work in 

his new position with Traffic Tech, as well as likely in the logistics industry as a whole, 
and the provisions are therefore void under California law.               
    In  once  more  granting  summary  judgment  in  Mr.  Peacock’s  favor,  the  Court 
nonetheless declines Defendants’ request to “reinstate[]” his attorney fee award. See ECF 
246 at 35. That award was nullified by the Eighth Circuit, and this Court arrives at its 

conclusion on summary judgment based on a different legal analysis, guided by the Eighth 
Circuit’s remand instructions.                                            
    To the extent that Mr. Peacock believes he is still entitled to fees, he must move this 
Court and offer legal argument in support of his motion, in accordance with any applicable 
Federal and Local Rules. Also, the original fee award was directed toward all individual 
defendants because Judge Davis analyzed all of the agreements together under California 

law. Therefore, any new petition that relies on California law would need to focus on Mr. 
Peacock’s fees alone. And obviously, any such motion will be properly subject to CHR’s 
opposition, including for the reasons laid out in its motion to dismiss. See ECF 263 at 22–
25.                                                                       
           2.  Antobenedetto, Buckley, Dossey, and Aguiniga              
    The remaining individual defendants in this matter are also accused of breaching 

restrictive  covenants  in  their  CPB  Agreements.  As  discussed  above,  Judge  Davis 
previously  determined  that  all  the  CPB Agreements  in  this  case  were  governed  by 
California law and granted summary judgment to the individual defendants in this matter 
because the contracts were unenforceable under California law. The Eighth Circuit reversed 
this decision, concluding that the CPB Agreements were governed by Minnesota law. Both 

sides now move for summary judgment once more.                            
    Defendants seek summary judgement on several theories. These include that the 
agreements lack consideration required for the enforcement of restrictive covenants (see 
ECF 246 at 10–19), that the restrictive provisions are unenforceable due to overbreadth 
and vagueness (see 

 at 20–29), as well as a renewed argument in favor of the application 
of California law despite the Eighth Circuit’s ruling12 (id. at 30–34). CHR now makes its 
own affirmative summary judgment motion, having declined to do so previously to Judge 
Davis13, arguing that the evidence establishes that the CPB Agreements are valid and 

enforceable and breached. Here, the Court agrees with the Defendants that the restrictive 
provisions are unenforceable under Minnesota law and grants their motion on that basis. 
This conclusion requires denial of CHR’s own summary judgment motion, and the Court 
declines to address Defendants’ remaining independent arguments in favor of summary 
judgment.                                                                 

    “Restrictive covenants are enforceable in Minnesota only if they are reasonable.” 
United Healthcare Servs., Inc. v. Louro, No. 20-cv-2696 (JRT/ECW), 

, at 


    12 Defendants argue that the exercise of Minnesota law over the CPB Agreements 
remains unconstitutional. In support of this, Defendants raise numerous factual arguments 
that, quite frankly, were available to them during the appeal of Judge Davis’s order. These 
include the lack of any substantive connection between the defendants and this dispute to 
the state of Minnesota, that other aspects of the employment relationship between CHR 
and  the  individual  defendants  were  governed  by  California  law,  and  that  California 
legislation bans choice-of-law provisions that attempt to govern California employment 
arrangements under the laws of other states. See, e.g., ECF 246 at 32 (summarizing 
arguments). However, Defendants raise one argument that they did not, and could not raise 
earlier. In 2023, Minnesota enacted legislation that, like that of California, voids covenants 
not to compete in most employment circumstances. 

, subd. 2. The 
statute further includes an anti-waiver provision, also like that of California, banning the 
use  of  choice-of-law  provisions  to  apply  the  law  of  another  state  to  a  Minnesota 
employment relationship. 

 subd. 3.                                    
    The Court will not second guess the Eighth Circuit’s decision in light of this 
development.  The  Eighth  Circuit  knew  of  California’s  anti-waiver  statute  when  it 
nevertheless determined that Minnesota law should govern these agreements. It is not clear 
how Minnesota’s adoption of reciprocal legislation would change this outcome.  
    13 Not only did CFR not seek summary judgment the first time around, but it 
repeatedly argued that factual disputes made such a ruling impossible.    
*3 (D. Minn. Feb. 12, 2021). “Minnesota law disfavors noncompete agreements,” but the 
courts will enforce them under certain circumstances. Medtronic, Inc. v. Advanced Bionics 

Corp., 

 (Minn. Ct. App. 2001). “Conversely, California statutes 
contain prohibitions against restraining a party from engaging in a profession or business 
unless necessary to protect trade secrets.” 

 The difference between Minnesota and 
California law as to the enforceability of noncompete agreements is therefore one of 
degree. To determine whether a noncompete is enforceable in Minnesota,    

    [t]he test applied is whether or not the restraint is necessary for the protection 
    of the business or good will of the employer, and if so, whether the stipulation 
    has  imposed  upon  the  employee  any  greater  restraint  than  is  reasonably 
    necessary to protect the employer’s business, regard being had to the nature 
    and character of the employment, the time for which the restriction is imposed, 
    and the territorial extent of the locality to which the prohibition extends. 

Bennett v. Storz Broadcasting Co., 

 (Minn. 1965); see also Louro, 

, at *3 (discerning factors for consideration that include “(1) whether or 
not the restraint is necessary for the protection of the business or goodwill of the employer; 
(2) whether the restraint is greater than reasonably necessary to protect the employer's 
business; (3) the duration of the restriction; and (4) the territorial scope of the restriction”) 
(citing Prow v. Medtronic, Inc., 

 (8th Cir. 1985).       
    The provisions at issue in the CPB Agreements are facially non-solicit agreements, 
rather than non-compete agreements. However, in terms of enforceability, Minnesota 
courts  treat  non-solicit  agreements  as  restrictive  covenants,  akin  to  non-compete 
agreements.14 See, e.g., Webb Pub. Co. v. Fosshage, 

 (Minn. Ct. App. 
1988) (analyzing the enforceability of a customer non-solicit agreement, under Bennett, as 

a “restrictive covenant[] [that is] enforced only to the extent reasonably necessary to protect 
a legitimate business interest”); Dunn v. Assocs. in Psychiatry & Psych., P.A., No. 22-CV-
615 (NEB/DJF), 

, at *5 (D. Minn. Nov. 10, 2022) (analyzing the 
enforceability  of  a  non-solicitation  and  a  non-compete  provision  under  the  same 
framework).                                                               
    The CPB Agreements in this case include two restrictive covenants:   

    IV. Protection of Business                                           

    . . . .                                                              
         C.  For  a  period  of  two  (2)  years  after  the  termination  of  my 
         employment  with  the  Company,  however  occasioned  and  for  
         whatever reason, I will not:                                    

              1. Directly or indirectly, for the benefit of any Competing 
              Business (including a business which I may own in whole or 
              in  part),  solicit,  engage,  sell  or  render  services  to,  or  do 
              business with any Business Partner or prospective Business 
              Partner of the Company with whom I worked or had regular   
              contact, on whose account I worked, or with respect to which 
              I had access to Confidential Information about such Business 

    14 The same cannot be said for the Minnesota legislature. Minnesota’s 2023 ban on 
most  kinds  of  non-compete  agreements  expressly  provides  that  “[a]  covenant  not  to 
compete does not include a nonsolicitation agreement, or agreement restricting the ability 
to use client or contact lists, or solicit customers of the employer.” 

, 
subd. 1(a). This provision likely raises issues requiring novel judicial interpretation. And 
as explained below, the Court considers the non-solicit provisions in this case to be akin to 
non-compete  agreements,  in  their  effect.  But  the  Court  need  not  determine  whether 
provisions in this case fall within this new legislative proscription because the statute is not 
retroactive. See, e.g., Am. Acad. of Traditional Chinese Med., Inc. v. Yuan, No. A24-0003, 

, at *1 n.1 (Minn. Ct. App. Aug. 12, 2024) (citing 2023 Minn. Laws ch. 
53, art. 6, § 1, at 49–50).                                               
              Partner at any time during the last two years of my employment 
              with the Company; or                                       

         . . . .                                                         

              3. Directly or indirectly cause or attempt to cause any Business 
              Partner of the Company with whom the Company has done      
              business or sought to do business within the last two (2) years 
              of my employment to divert, terminate, limit or in any manner 
              modify decrease or fail to enter into any actual or potential 
              business relationship with the Company.                    

See, e.g., ECF 131 (Ex. 5 to Abbate Decl.) at 5. The term Business Partner in these 
provisions is defined as “any Customer, Carrier, consultant, supplier, vendor, or any other 
person, company, organization, or entity that has conducted business with or potentially 
could conduct business with [CHR] in any of the Company Business.” Id. at 3. And from 
this  definition,  the  term  “Customer”  is  itself  defined  as  “any  person,  company,  or 
organization that has engaged or potentially could engage the Company’s services in any 
of the Company Business,” id. at 4, while “Carrier” is defined as “any person, company, or 
organization that the Company has engaged or potentially could engage for transportation 
services in any of the Company Businesses,” id. at 3. In short, these provisions create an 
enormous web of people and entities that are completely off limits for nearly any kind of 
commercial engagement for two years of future employment.                 
    The Court first notes that, under Bennett, the “stipulation [] imposed upon the 
employee” in terms of off-limits activities is onerous. 

. These provisions 
clearly embrace conduct that goes far beyond active soliciting, and purports to proscribe 
outcomes as much as it does behavior: Provision IV(C)(1) extends a prohibition to a 
number of other forms of “direct[] or indirect[]” contact with Business Partners (i.e., no 
“engag[ing], sell[ing], [] render[ing] services to, or do[ing] business with” them), while 
Provision IV(C)(3) bans engagement that has, or might have, certain passive effects on 

CHR (i.e., no “caus[ing] or attempt[ing] to cause” a Business Partner to “divert, terminate, 
limit or in any manner modify decrease or fail to enter into any actual or potential business 
relationship with” CHR).                                                  
    Second, the list of parties with whom the defendants cannot do any of these things 
is vast. Indeed, the list’s “territorial extent,” Bennett, 34 N.W.2d at 899, is unlimited. The 
contract’s definition of a Business Partner (“any [] person, company, organization, or entity 

that has conducted business with or potentially could conduct business with [CHR] in any 
of the Company Business”) includes two additional sub-defined terms of “Customer” and 
“Carrier.” As Judge Davis noted previously, the interaction of these definitions with the 
language of the two numbered provisions includes far more than CHR customers and 
unequivocally includes entities with whom the individual defendants had no kind of 

relationship stemming from their employment at CHR. See C.H. Robinson Worldwide, Inc., 

, at *10. (“The definition of “Business Partner” includes more than just 
CHR customers, it also includes carriers, consultants, contractors, suppliers, vendors or 
any  other  person,  company,  organization  or  entity  that  has  conducted  business  with 
CHR.”). And  it  also  includes  “potential”  customers,  carriers,  and  Business  Partners, 

broadening its reach enormously.                                          
    Simply put, to fully comply with these restrictions, the Individual Defendants would 
be practically unable to provide anything of value to any other employer in the entire 
logistics industry for two years after leaving CHR. This goes well beyond what is necessary 
to protect CHR’s “business and goodwill,” as contemplated by Bennett. This restriction is 
facially unreasonable and renders the provisions unenforceable. Specifically, elements of 

the provisions in the CPB Agreements apply to all CHR Business Partners, whether or not 
the individual defendants had any kind of business relationship with them while working 
for  CHR.  While  the  Court  cannot  locate  directly  on-point  authority  in  Minnesota 
addressing the enforceability of non-solicit agreements that include a company’s customers 
with whom an employee had no dealings, a great number of states that apply frameworks 
similar to Bennett find such provisions to be unenforceable. See, e.g., Progressive Techs., 

Inc. v. Chaffin Holdings, Inc., 

 (8th Cir. 2022) (under Arkansas law, “the 
customer-solicitation  restriction  here  unreasonably  goes  beyond  [a]  valid  interest  by 
prohibiting [the defendant] from contacting prospective customers with whom he had no 
contact”); MacGinnitie v. Hobbs Grp., LLC, 

 (11th Cir. 2005) (under 
Georgia law, “to be enforceable, a customer non-solicitation covenant must either have a 

specific territory contiguous with the area serviced by the employee, or be limited to only 
those customers with whom the employee had a business relationship during some period 
of the employment”); Gene Codes Corp. v. Thomson, 

 (E.D. Mich. 
2011) (under Michigan law, a non-solicit agreement was “enforceable only as to customers 
that Defendant herself successfully solicited on behalf of Plaintiff or with whom Defendant 

had built up goodwill while working for Plaintiff”); Padco Advisors, Inc. v. Omdahl, 

 (D. Md. 2002) (under Maryland law, concluding that a covenant was 
unreasonable where it forbid a former employee from contacting any customer in the 
employer's database for two years, even if the employee was not aware that they were in 
the database). Furthermore, this overbreadth is exacerbated by the fact that the definitions 
seem to broaden the restrictions of the provisions to include any potential CHR Business 

Partner (i.e., “customers” and carriers” being all of those that CHR “potentially could 
engage” with). This extra layer requires a level of prescience (or more likely guesswork) 
that is a clear indicator of the overbreadth of these provisions. See, e.g., Gavaras v. 
Greenspring Media, LLC, 

 (D. Minn. 2014) (noncompete 
agreement was unenforceable, in part, because it “leaves the employee guessing about what 
companies … come in conflict with the Noncompete Agreement.”).            

    More fundamentally, the Court agrees with Defendants that, if given full credence, 
these non-solicit provisions become a de facto non-compete agreement, massive in scope 
and without any geographic limit due to CHR’s nationwide reach. This would effectively 
render anyone subject to those provisions unemployable in the industry for two years15 
after leaving CHR. Restrictive covenants that effectively create unbounded, industry-wide 

bans  on  working  for  an  employer’s  competitors  have  been  repeatedly  declared 
unenforceable. See Midwest Sign & Screen Printing Supply Co. v. Dalpe, 

 (D. Minn. 2019) (finding unenforceable an agreement that made the defendant 
unemployable in numerous roles to a “vast array of employers” in his industry); Marvin 

    15 The Court assumes without deciding that a two-year non-solicit agreement, taken 
in isolation, would not render the provisions unenforceable under Minnesota law. See, e.g., 
Dean Van Horn Consulting Assoc. v. Wold, 

 (Minn. Ct. App. 1985) 
(three-year restriction reasonable); Alside, Inc. v. Larson, 

 (Minn. 1974) 
(two-year restriction reasonable). However, the two-year period presented here does not 
exist in isolation. Because the provisions at issue essentially render these defendants 
unemployable for two years, the prevailing case law dealing with the discrete question of 
how long an employer may restrict the solicitation of former clients is of limited usefulness. 
Lumber & Cedar Co. v. Severson, No. 15-cv-1869 (MJD/LIB), 

, at *8 
(D. Minn. Sept. 28, 2015) (restrictive covenant that “effectively prohibits Defendant from 

engaging in any business remotely related to or associated with Plaintiff’s industry” was 
unenforceably broad); J.V. & Sons Trucking, Inc. v. Asset Vision Logistics, LLC, No. 20-
cv-02538 (KMM/BRT), 

, at *8 (D. Minn. Sept. 15, 2022) (observing 
under Texas law that a non-disclosure provision was so broad as to effectively become an 
unlimited non-compete agreement that restricted a party’s ability to do business in an entire 
sector of the trucking industry, and finding that provision unenforceable); Eutectic Welding 

Alloys Corp. v. West, 

 (Minn. 1968) (“Restrictive covenants that serve 
primarily to prevent an employee from working for others . . . in the same competitive field 
so as to discourage him from terminating his employment constitute a form of industrial 
peonage without redeeming virtue in the American enterprise system.”).    
    CHR  makes  numerous  arguments  to  preserve  the  enforceability  of  the  CPB 

Agreements against Mr. Antobenedetto, Mr. Buckley, Mr. Dossey, and Mr. Aguiniga. Two 
are of relevance to this Court’s order. First, CHR argues that under Minnesota law, a 
covenant cannot be “facially” unenforceable because the “reasonableness of a restrictive 
covenant cannot be facially determined from hypotheticals.” ECF 255 at 19. Second, CHR 
suggests that the Court should “blue pencil” the contracts at issue to remove any aspects 

that are unenforceable under Minnesota law. 

 at 24–25. Neither argument is persuasive 
enough to change the Court’s conclusion.                                  
    As to the first argument, the Court disagrees that Minnesota law does not allow for 
a “facial” assessment that a restrictive covenant is unenforceable. Courts routinely make 
purely legal determinations about whether restrictive covenants are unenforceable on their 
face. See, e.g., Gavaras, 994 F. Supp. at 1012 (awarding “a declaratory judgment finding 

the Noncompete Agreement facially unenforceable” under Bennet) (emphasis added); 
Dunn, 

, at *5 (granting a motion to dismiss because a non-solicitation 
agreement  was  facially  overbroad  under  Minnesota  law  for  lack  of  any  geographic 
limitation). Indeed, this focus on the legal effect of the language of the contract itself is 
rooted in Bennet, which inquires whether a “stipulation” imposes a restriction that is greater 
than necessary, not whether an employer’s manner of enforcement is. 

. 

CHR counters with Amano McGann, Inc. v. Klavon, in which the Minnesota Court of 
Appeals overturned a district court’s dismissal of claims of breach of a non-compete 
agreement on a Rule 12(b)(6) motion, predicated on the conclusion that the restrictive 
covenant at issue was facially unenforceable. No. A21-0237, 

 (Minn. 
Ct. App. Nov. 22, 2021). The court instructed that instead, the district court “must focus 

not just on the language of the agreement, but also the attendant circumstances” of the 
individuals alleged to be in breach of their restrictive covenants and the conduct underlying 
that alleged breach. Id. at *3. In other words, CHR urges that this Court must look to the 
context of its enforcement efforts to determine whether the provisions are unenforceably 
overbroad. It is noteworthy that the Amano McGann case was at the motion to dismiss 

stage, while here we have a fully developed record. But the “attendant circumstances” 
found in that record do not improve CHR’s position. Rather, they reveal an employer 
willing to aggressively enforce its covenants at their outer boundaries.  
    First, the Court considers the targets of this litigation. As Judge Davis previously 
observed, “[w]ith the exception of Aguiniga, the individual defendants were entry-level 

employees  when  they  signed  their  respective  CPB  Agreements  as  a  condition  of 
employment.” C.H. Robinson Worldwide, Inc., 

, at *7. None were very 
highly paid. Mr. Antobenedetto and Mr. Buckley joined at base salaries of $40,000 in 2015; 
Mr. Dossey and Mr. Peacock at $44,000 in 2016 and 2017, respectively; and Mr. Aguiniga 
at $37,000 in 2007.16 See ECF 131 (Exs. 6–10 to Abbate Decl.). The record raises no 
dispute of the fact that these defendants were not highly valued team members at CHR, let 

alone that they were not essential in their employment there. Indeed, Mr. Aguiniga was 
described in 2018 as “not meeting expectations. His underperformance has had a negative 
impact on developing himself and [his] direct reports ….” ECF 138 (Ex. 28 to Abbate 
Decl.) at 26. He was later furloughed during the COVID pandemic, and then quit. 

 (Ex. 
29 to Abbatte Decl.). Mr. Buckley was, in fact, fired, apparently for tardiness, and also 

possibly for failing to participate in performance evaluation procedures. ECF 145 (Ex. 51 
to Abbate Decl.). Mr. Peacock was deemed in 2018 to be “a minimum player” and likened 
to a student with potential who is nonetheless “shooting for a ‘C.’” ECF 130 (Ex. 3 to 
Abbate  Decl.). There  is  no evidence  in the  record  to  suggest  that  any  of  individual 
defendants received meaningful and/or proprietary training at CHR or that CHR otherwise 

made substantial investments in any of them. In short, everything in the record suggests 
that the five individual defendants were, until being sued by CHR, otherwise unnoteworthy 

    16 Mr. Aguiniga’s base salary in 2018 appears to have risen to about $65,000 a year. 
See ECF 148 (Ex. 54 to Abbate Decl.), Aguiniga Dep. Tr. at 39–40.         
employees with otherwise unnoteworthy departures from the company. But CHR has 
pursued relentless litigation against them for five years.                

    Next, consider what CHR accuses these five former employees of doing, in violation 
of the provisions in their CBP Agreements. According to CHR it is far less than what the 
outer limits of the provisions in the agreements could theoretically sustain. See ECF 250 at 
6 (“While the Agreements contain various severable post-employment obligations, C.H. 
Robinson seeks to enforce only the Individual Defendants’ promises not to divert their C.H. 
Robinson customers or carriers elsewhere, which obligation is indisputably reasonable 

under established Minnesota law, as applied to the facts of this case.”). But frankly, this 
claim is more than a bit confusing. For one, while CHR indeed points to evidence that 
Mr. Antobenedetto, Mr. Buckley, and Mr. Dossey have “diverted” business from CHR, 

 
at  10–14  (discussing  the  amounts  that  each  individual  defendant  is  alleged  to  have 
“diverted” for Traffic Tech), it accuses Mr. Aguiniga of “soliciting,” not “diverting,” 

 at 

19–20. Although these may be similar concepts in effect, they are discrete terms found in 
separate provisions in the contracts, and it is not clear whether CHR is now using them 
interchangeably or has simply overlooked that it is pursuing a different breach theory with 
Mr. Aguiniga.                                                             
    More significantly, CHR’s claim  about the limits of its enforcement efforts  is 

difficult to understand in light of its own statements made elsewhere in briefing over the 
pending motions. In its opposition to Defendants’ current summary judgment motion, CHR 
asserts that it is not attempting to enforce provision IV(C)(3), the far broader of the two 
provisions examined above. See ECF 255 at 22 (acknowledging that “Section IV(C)(3) . . . 
does not include language limiting the obligation to customers the Individual Defendants 
contacted at C.H. Robinson” and maintaining that “C.H. Robinson is not seeking to enforce 

this provision. The Court’s analysis of Section IV(C)(3) should end here”). But for two 
reasons, the Court disagrees that the analysis stops here.                
    First, CHR waited to disavow enforcement of Section IV(C)(3) until the eleventh 
hour. For much of the past five years of litigation, from the complaints through the first 
round of summary judgment, CHR sought to enforce both. See, e.g., Sec. Am. Compl. 
(which does not specify which provisions are being asserted); ECF 1-1 (Orig. Compl.) at, 

e.g., 17 (quoting all of the CPB Agreements’ restrictive provisions found within IV(C)); 
ECF 167 (Pl.’s Mem. in Opp. to Original S.J.) at, e.g., 14 (citing both IV(C)(1) and 
IV(C)(3) as being the provisions CHR sought to enforce). It would be unfair to gauge 
overbreadth on a concession CHR declined to make for years.               
    Second,  their  current  assertion  that  they  are  not  seeking  to  enforce  Provision 

IV(C)(3) is belied by CHR’s own simultaneous assertion that they are seeking “to enforce 
only the Individual Defendants’ promises not to divert their C.H. Robinson customers or 
carriers elsewhere.” Indeed, Section IV(C)(3) is the very provision that uses the term 
“divert,” by restricting an employee from “caus[ing] or attempt[ing] to cause” a Business 
Partner to, among other things, “divert” their business elsewhere. The term divert does not 

appear in IV(C)(1). So, in seeking to uproot the concept of a prohibition on “divert[ing]” 
business out of IV(C)(3) and incorporate it into the more limited scope of IV(C)(1), CHR 
disavows enforcement of IV(C)(3) while continuing to invoke its limitations.  
    This is critical, because “divert,” a passive, outcome-focused verb, is doing a lot of 
the work for CHR at this point. For example, CHR points to evidence that it says shows 

that Mr. Antobenedetto “diverted as many as 2,224 shipments and billed as much as 
$2,694,375.60 worth of invoices for Traffic Tech.” ECF 250 at 17. And CHR points to 
similar evidence for Mr. Dossey (alleging he “diverted as many as 247 shipments and billed 
as much as $831,544.27 worth of invoices for Traffic Tech.”), id. at 18, as well as for 
Mr. Buckley (alleging he “diverted 33 shipments and billed $23,640.77 worth of invoices 
for Traffic Tech.”), id. at 19. Even if the Court would allow CHR to graft “divert” into 

Provision IV(C)(1)17, it is not entirely clear  whether the alleged diversions are even 
attributable to contact that would be restricted under that provision. After all, there is 
nothing  in  Provision  IV(C)(1)  to  restrict  any  of  these  individual  defendants  from 
“diverting” a CHR customer that they never worked with while at CHR. Indeed, as 
discussed above, attempting to restrict the defendants in that manner would very likely be 

impermissible.                                                            
    Admittedly,  under  Minnesota  law,  “[e]mployers  have  a  legitimate  interest  in 
protecting themselves against ‘the deflection of trade or customers by the employee by 
means of the opportunity which the employment has given him.’” Fosshage, 

 (quoting Bennett, 

). And for each individual defendant, CHR 

points to at least some evidence tending to show that a customer with whom he worked at 
CHR then did business with Traffic Tech. See ECF 250 at 16–20 (discussing the number 

    17 As discussed below, the Court declines to “blue pencil” the agreements in this 
manner.                                                                   
of their former CHR customers that Mr. Antobenedetto, Mr. Buckley, and Mr. Dossey is 
alleged to have “diverted to Traffic Tech”). This is combined with some evidentiary 

anecdotes that substantiate these preexisting relationships. See, e.g., id. at 18 (pointing to 
Mr. Dossey’s deposition testimony in which he discussed securing a sale for Traffic Tech 
with  someone  that  “I’m  friends  with”  and  who  “I  first  met  []  when  I  was  at  C.H. 
Robinson”). To be sure, this is far from proof of breach of Provision IV(C)(1), which again, 
does not include the word “divert.” If the CPB Agreements were not facially unenforceable, 
there would be questions of fact about exactly what action CHR believes the individual 

defendants took that violates IV(C)(1). Indeed, the Court is struck that CHR appears 
unwilling to state plainly that Mr. Antobenedetto, Mr. Buckley, or Mr. Dossey “solicited” 
former clients, or for that matter to employ any of the other active verbs found in IV(C)(1). 
There would also be questions about the nature of the preexisting relationships that the 
individual defendants allegedly exploited while working for Traffic Tech. See, e.g., Sysdyne 

Corp. v. Rousslang, No. A13-0898, 

 (Minn. Ct. App. Mar. 10, 2014) 
(affirming judgment that employer could not reasonably restrict its former employee from 
engaging with former customers with whom he had a relationship that was not fully 
attributable to his former employment), aff’d, 

 (Minn. 2015).  
    Ultimately, however, if this kind of “diverting” of former clients is all that CHR 

truly seeks to protect itself from, then it should have drafted restrictive covenants that were 
simpler, narrower, and directed toward that end. That is not what it did. Instead, the 
individual defendants operated under a substantially broader universe of restrictions on 
their post-employment conduct. And then, when CHR came to believe that they were 
engaging in what is arguably limited breaching conduct, CHR nonetheless threw the entire 
book at them. Wielding the overbroad restrictions in the CPB Agreements as a hammer 

against workaday ex-employees, before seeking to conveniently narrow them to support 
their position near the end of the litigation is not context or “attendant circumstance” that 
saves the covenants from their facial overbreadth. Indeed, this entire course of action only 
furthers the Court’s conclusion that the provisions in this case do far more to discourage 
legitimate employee mobility than to protect CHR’s legitimate protective interests. This 
exceeds reasonable restriction under Minnesota law, and this Court will not enforce the 

CPB Agreements against the individual defendants. See Rao v. St. Jude Med. S.C., Inc., No. 
19-cv-923  (MJD/BRT),  

,  at  *6  (D.  Minn.  May  26,  2020)  (“In 
determining whether to enforce a particular noncompete or agreement or provision, the 
court balances the employer’s interest in protection from unfair competition against the 
employee's  right  to  earn  a  livelihood.”)  (Minn.  1998)),  report  and  recommendation 

adopted, No. 19-cv-923 (MJD/BRT), 

 (D. Minn. July 20, 2020).  
    This brings the Court to CHR’s final argument of relevance to the overbreadth of 
the covenants at issue in this case. If the Court finds, as it has, that the covenants are 
unenforceably overbroad, CHR would like the Court to fix them so that they may be 
enforced. This request is declined. “Under the blue-pencil doctrine, courts may ‘take an 

overly broad restriction and enforce it only to the extent that it is reasonable.’” Midwest 
Sign, 

 (quoting Klick v. Crosstown State Bank of Ham Lake, Inc., 

 (Minn. Ct. App. 1985)). The decision to do so is fully within this Court’s 
discretion. Id.; see Klick, 

 (“‘[I]n employment cases, a court should be 
permitted to make changes.’ The logical inference from this statement is that it is at the 
discretion of the trial court to modify the provisions in equitable situations.”) (quoting 

Davies  &  Davies Agency,  Inc.  v.  Davies,  

,  131  n.1  (Minn.  1980)). 
“[N]othing in Minnesota state law requires the Court to blue-pencil Plaintiff’s non-compete 
provisions.” Marvin Lumber, 

, at *8.                       
    Here, the “Court would be loathe to go so far to fix any contractual provision, much 
less a restrictive covenant—which, under [Minnesota] law, is disfavored as a restraint on 
trade[.]” Moeschler v. Honkamp Krueger Fin. Servs., Inc., No. 21-CV-0416 (PJS/DTS), 

, at *3 (D. Minn. Sept. 21, 2021) (analyzing a non-solicitation agreement 
under Iowa law). Fundamentally, doing so would only exacerbate many of the Court’s 
equitable concerns discussed above. To allow CHR the benefit of overly broad restrictions 
on its employees at the front end, and then revise those restrictions into something more 
reasonable to capture  specific  breaching conduct on the backend,  is both unfair and 

anathema to the balancing of interests required under Bennett. More specifically, while not 
quite at the level required to rewrite the “gibberish” that was at issue in Moeschler, 

, at *4, the blue-penciling here would clearly exceed mere narrowing and 
would require significant tinkering. As noted previously, the covenants in this case are 
complex and overlapping, if not confusing and redundant, and any revision to them would 

necessarily entail significant changes to the whole. It would be inappropriate for this Court 
to remove the most-applicable conduct out of the most-objectionable provision, place it 
into  the  less-objectionable  provision,  read  out  any  remaining  overbreadth  from  that 
provision, and then allow CHR to surgically enforce the provision against the defendants. 
Again, if CHR would like to protect itself against specific former-employee conduct that it 
believes is anti-competitive and that it believes has occurred here, it may tailor its future 

employment agreements in a reasonable manner from the outset and then pursue any 
meritorious enforcement that it deems necessary.                          
           3.  Traffic Tech                                              
    CHR originally asserted two claims of tortious interference with contracts against 
Traffic Tech: interference in contracts between CHR and its clients and interference in 
contracts between CHR and its employees. Judge Davis granted summary judgment and 

dismissed both of these claims, concluding that CHR had adduced no evidence that Traffic 
Tech had interfered with customer contracts, C.H. Robinson, 

 at *11, 
while  reasoning  that  because  the  employment  contracts  were  unenforceable  under 
California law, CHR had failed to adduce evidence that Traffic Tech had acted wrongfully 
by recruiting the individual defendants, id. at *12. As noted above, the Eighth Circuit 

reversed and remanded the latter because it was predicated on the assumption that the 
contracts were governed by California law, C.H. Robinson, 

, but it affirmed 
the  former  ruling,  

  (noting  that  “[u]nlike  the  other  two  claims,  C.H. 
Robinson’s claim for tortious interference with prospective economic advantage is not 
contingent upon whether the contracts are enforceable” and affirming dismissal).   

    As to the tortious-interference-with-employment-contracts claim, the Court now 
reaches the same outcome as Judge Davis. Because the Court has ruled that the individual 
defendants’ CBP Agreements are unenforceable under Minnesota law, those contracts 
cannot form the basis of a tortious-interference claim. See Qwest Commc’ns Co., LLC v. 
Free Conferencing Corp., 

 (8th Cir. 2018) (explaining that under 
Minnesota law, the first element of any tortious interference with contract claim requires 

the existence of a contract) (quoting Sysdyne, 860 N.W.2d at 351). CHR points to no valid 
contract  that Traffic Tech  could  have  interfered  with  by  recruiting  and/or  hiring  the 
individual defendants. Summary judgment is therefore proper on the remaining tortious 
interference with contracts claim.                                        
IV.  Order                                                                
    For the foregoing reasons, IT IS HEREBY ORDERED that:                

    1.  Defendants’ Motion for Summary Judgment (ECF 242) is GRANTED;    
    2.  Plaintiff’s Motion to Dismiss (ECF 230) is DENIED, and;          
    3.  Plaintiff’s Motion for Summary Judgment (ECF 234) is DENIED.     
    4.  This matter is DISMISSED.                                        

Let Judgment be Entered Accordingly.                                      
Date: September 27, 2024            s/ Katherine M. Menendez             
                                   Katherine M. Menendez                 
                                   United States District Judge