Karpinski v. Ingrasci
Citation and Court
Karpinski v. Ingrasci, 28 N.Y.2d 45 (N.Y. 1971)
Facts
Ingrasci, an oral surgeon, joined Karpinski’s dental practice and signed a covenant not to compete that covered six counties in New York State. After leaving the practice, Ingrasci established his own practice in one of the covered counties and began treating patients he had seen while working for Karpinski. Karpinski sought enforcement of the full covenant.
Issue
Whether a covenant not to compete covering six counties is enforceable in its entirety, or whether a court may reform it to the geographic area necessary to protect the employer’s legitimate interests.
Holding
The New York Court of Appeals held that the covenant was enforceable but reformed it to apply only to the one county where Ingrasci was actually competing, rather than voiding the entire covenant.
Rule / Doctrine
Covenants not to compete are enforceable to the extent they are reasonable in geographic scope and duration and protect a legitimate business interest. New York courts may “blue pencil” or reform an overbroad covenant to the extent necessary to protect the employer’s legitimate interests, rather than voiding the covenant in full.
Significance
An important New York case on partial enforcement (blue-penciling) of covenants not to compete in professional employment. Establishes that courts will reform rather than void overbroad restrictions, incentivizing employers to seek reasonable covenants and providing some protection to employees against over-reaching restrictions.