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Docket No. 96057-Agenda 16-November 2003.

H&M COMMERCIAL DRIVER LEASING, INC., Appellee, v. FOX VALLEY CONTAINERS, INC., Appellant.

Opinion filed February 20, 2004.

JUSTICE FREEMAN delivered the opinion of the court:

Plaintiff, H&M Commercial Driver Leasing, Inc. (H&M), filed anaction for breach of contract against defendant, Fox Valley Containers,Inc. (Fox Valley), in the circuit court of Cook County. The circuit courtgranted H&M judgment on the pleadings (735 ILCS 5/2-615(e) (West2000)), and the appellate court affirmed (No. 1-01-2831 (unpublishedorder under Supreme Court Rule 23)). We granted Fox Valley leave toappeal (177 Ill. 2d R. 315(a)) and now affirm.

Background

H&M is an Illinois corporation in the business of leasing truck driversand related personnel. On January 10, 2000, H&M and Fox Valleyentered into an agreement in which H&M agreed to furnish Fox Valleylicensed truck drivers, and Fox Valley agreed to pay H&M on a per-hourbasis for the drivers. The parties' agreement contains the followingprovision (hereinafter referred to as paragraph 13), which is the genesisof this lawsuit:

"[Fox Valley] agrees that it will not hire any of the drivers andother personnel that [H&M] furnishes to [Fox Valley] for aperiod one (1) year from the termination date of this Agreement.However, [Fox Valley] may hire any driver and other personnelwhose employment with [H&M] terminated at least one yearprior to being hired by [Fox Valley]. In the event that [FoxValley] does hire any driver or other personnel [sic] will be inviolation of the terms of this Agreement, then [Fox Valley] shallpay to [H&M] for each driver and other personnel hired inviolation of this agreement $15,000 as liquidated damages, plusall costs and expenses, including attorney's fees, incurred by[H&M] in enforcing the provisions of this Agreement, includinginjunctive relief. [H&M] and [Fox Valley] agree andacknowledge that the liquidated damages set forth in thisparagraph are a reasonable estimate of the damages whichwould result from a breach of this paragraph, that actualdamages from such a breach would be difficult to ascertain, andthat the liquidated damages are an alternative to performance andnot a penalty."

The parties' contract length was indefinite until cancelled by either partyupon written notice.

During the course of the agreement, H&M leased to Fox Valley atruck driver named James Booker. On February 11, 2000, Fox Valleyhired Booker as a truck driver. After learning of Booker's hiring by FoxValley, H&M filed a complaint for breach of contract in the circuit court.H&M alleged that by hiring Booker, Fox Valley breached paragraph 13of the parties' agreement, under which Fox Valley agreed not to hire anyof the drivers provided by H&M under the contract for one year followingthe termination of the contract. H&M sought damages as provided inparagraph 13.

Fox Valley moved to dismiss the complaint pursuant to section2-619 of the Code of Civil Procedure (735 ILCS 5/2-619 (West2000)). In the motion, Fox Valley pointed out that Booker did not havea written employment agreement with H&M, Booker terminated hisemployment with H&M of his own accord, and Booker solicited FoxValley for new employment. In an affidavit attached to H&M's motion,Booker averred that his motivation for leaving H&M was the lack ofregular work. Fox Valley maintained that H&M's complaint failed to statea cause of action because paragraph 13 was unenforceable as a matter oflaw due to the fact that it adversely affected Booker's right to freeemployment.

The circuit court denied Fox Valley's motion. Fox Valley thenrequested certification of the question to the appellate court pursuant toSupreme Court Rule 308. The circuit court denied the request.

In its answer, Fox Valley admitted all relevant facts contained inH&M's complaint. However, Fox Valley denied that it committed anybreach of contract. Fox Valley contended that its hiring of Booker did notviolate paragraph 13 of the agreement because the paragraph is "violativeof public policy as it is a restraint of trade on a third party."

H&M thereafter moved for judgment of the pleadings. The circuitcourt granted the motion and entered judgment for H&M in the amountof $18,747, inclusive of attorney fees and costs.

On appeal, Fox Valley argued that the circuit court erred in findinga breach of contract because the written agreement unreasonablyrestricted free trade and was thus unenforceable as a matter of publicpolicy. Fox Valley noted that Booker had terminated his employment withH&M of his own accord and had solicited Fox Valley for employment.The appellate court rejected these arguments, holding that paragraph 13does not violate public policy because it did not unduly place restraints onfree trade. Rather, paragraph 13 merely placed restrictions on FoxValley's ability to hire drivers from H&M, restrictions to which Fox Valleyhad agreed.

Analysis

Fox Valley contends that paragraph 13 acts as a restrictive covenanton third parties without their consent and is thus unenforceable as a matterof public policy. As a result, Fox Valley argues that the circuit court'sentry of judgment on the pleadings, as affirmed by the appellate court, wasin error.

Judgment on the pleadings is properly entered in instances where nogenuine issue of material fact exists and the movant is entitled to judgmentas a matter of law. M.A.K. v. Rush-Presbyterian-St. Luke's MedicalCenter, 198 Ill. 2d 249, 255 (2001). Only those facts apparent from theface of the pleadings, matters subject to judicial notice, and judicialadmissions in the record may be considered. Moreover all well-pleadedfacts and all reasonable inferences from those facts are taken as true.M.A.K., 198 Ill. 2d at 255. On appeal, the reviewing court mustdetermine whether any issues of material fact exist and, if not, whether themovant was, in fact, entitled to judgment as a matter of law. M.A.K., 198Ill. 2d at 255. The standard of review is de novo. M.A.K., 198 Ill. 2d at255.

Traditionally, this court, in keeping with the principle of freedom ofcontract, has been reluctant to invoke its power to declare a privatecontract void as contrary to public policy. We have previously recognizedthat, in considering the question,

"it should be remembered that it is to the interests of the publicthat persons should not be unnecessarily restricted in theirfreedom to make their own contracts. Agreements are not heldto be void, as being contrary to public policy, unless they beclearly contrary to what the constitution, the statutes or thedecisions of the courts have declared to be the public policy orunless they be manifestly injurious to the public welfare."Schumann-Heink v. Folsom, 328 Ill. 321, 330 (1927).

Whether an agreement is contrary to public policy depends on theparticular facts and circumstances of the case. O'Hara v. Ahlgren,Blumenfeld & Kempster, 127 Ill. 2d 333, 341-42 (1989).

Fox Valley submits that this case is controlled by Szabo FoodService, Inc. v. County of Cook, 160 Ill. App. 3d 845 (1987). There,the plaintiff, Szabo, a food management service, contracted with thedefendant, Cook County, to provide it with food managers for the countyjail. The contract contained a provision in which the county agreed that itwould not hire any of Szabo's employees for six months after thetermination of the contract and would not permit former Szabo employeesto be employed within the county. After the contract was terminated, thecounty entered into a contract with one of Szabo's rivals, Canteen.Canteen had hired four workers who had previously worked for Szabo,and those four ultimately were assigned to the county jail food operations.Szabo filed suit against the county for breach of contract and sought aninjunction to prevent Canteen from employing the four workers inquestion. The circuit court denied injunctive relief and found the provisionto be unenforceable. Szabo, 160 Ill. App. 3d at 846-47. The appellatecourt affirmed the decision, ruling that the clause was unenforceablebecause its effect was to restrict the right of Canteen, a corporation not aparty to the agreement, to hire former managers of the plaintiff to work forits operations at the jail. Szabo, 160 Ill. App. 3d at 848-49. The courtheld that the provision created "an unreasonable restriction on the freedomof contract of members of the public (i.e., of persons who are not partiesto the contract containing the covenant), and therefore the covenant is notenforceable." Szabo, 160 Ill. App. 3d at 849.

A careful review of Szabo reveals the case is not squarely on pointwith the case at bar. The contract provision there essentially placedrestrictions on the hiring practices of a third company, Canteen, which wasnot a party to the agreement. In this case, Fox Valley is a party to thecontract which contained the provision restricting its ability to hire formerH&M employees.

We note that in distinguishing Szabo on similar grounds and inupholding the enforceability of paragraph 13, the appellate court in thiscase relied upon American Food Management, Inc. v. Henson, 105 Ill.App. 3d 141 (1982). There, the plaintiff, American Food, was acorporation which provided food services to facilities such as collegedormitories. American Food entered into a contract with the owner ofStevenson Hall in Carbondale, Illinois. The parties agreed that Stevensonwould not hire American Food employees for a period of one year afterthe termination of the contract. Meanwhile, American Food employedWesley Henson while he was a student in Missouri and ultimately offeredhim a permanent job. The new job required Henson to relocate toKansas. Henson accepted American Food's verbal offer and relocated.One week after his move, he received a written contract of employmentfrom American Food. The written contract contained a clause whichprovided that Henson, upon termination of his job, would not work forany American Food competitor within a 25-mile radius of any dormitoryunit at which he had worked for American Food. Henson signed theagreement. Eventually, Henson was transferred to Wilson Hall inCarbondale, Illinois. Henson later quit American Food's employ andfound work at Stevenson Hall. American Food sued both Henson and theowner of Stevenson Hall on theories of breach of contract. The circuitcourt ruled in favor of American Food against both Henson and the ownerof Stevenson. American Food Management, 105 Ill. App. 3d at 142-43.

The appellate court reversed the finding for American Food withrespect to Henson. The court held that the 25-mile restrictive covenantbetween the two constituted a contract of adhesion because Henson wasnever told about the provision prior to his relocation to Kansas. AmericanFood Management, 105 Ill. App. 3d at 146-47. Relevant to ourdiscussion here is the court's treatment of a secondary issue, i.e., thevalidity of the contractual provision between American Food and theowner of Stevenson Hall. The appellate court first noted that the validityof the provision was never challenged in the circuit court and that, onappeal, the question was raised very vaguely. Nevertheless, the courtstated that

"[e]ven if the point were not waived for review, having beenraised for the first time in this court, the suggestion of ambiguityis not well taken. Wesley Henson being one of the 'managementemployees of American Food [sic] Inc.' at the time the contractexpired, there is no doubt as to its application to him." AmericanFood Management, 105 Ill. App. 3d at 147.

The court upheld the circuit court's order enjoining Stevenson Hall fromemploying Henson for one year. American Food Management, 105 Ill.App. 3d at 147-48.

As noted, the appellate court relied upon American FoodManagement in this case. We recognize that the pertinent facts inAmerican Food Management are similar to those at issue here.However, we are troubled by the lack of any detailed analysis inAmerican Food Management of the public policy questions these typesof cases raise. Indeed, due to the defendant's waiver of the issue, thecourt in American Food Management merely applied the provisionwithout any discussion whatsoever of its validity. For that reason, we donot find the case particularly helpful in answering the public policyquestions that are before us.⁽¹⁾

Although this issue has not been squarely addressed by Illinois courts,the matter has been examined by courts in other jurisdictions. Forexample, in Heyde Cos. v. Dove Healthcare, 258 Wis. 2d 28, 654N.W.2d 830 (2002), the Wisconsin Supreme Court held that anemployee's individual right and freedom to contract may not be restrictedby a contract between two employers unless the employee is aware of andconsents to such a restriction. The case centered on an agreementbetween Greenbriar Rehabilitation, which furnished physical therapists tonursing home facilities, and Dove Healthcare, a health-care provider thatoperated nursing homes. The agreement provided that Greenbriar was toplace physical therapists at Dove's Eau Claire facility. The agreement alsocontained a provision by which Dove agreed not to hire Greenbriartherapists as employees during the duration of the contract and for aperiod of one year thereafter. Dove eventually terminated the agreementand shortly afterward hired one current and three former Greenbriaremployees. Greenbriar filed suit, seeking damages for the breach ofcontract. Heyde, 258 Wis. 2d at 32, 654 N.W.2d at 832.

In assessing the enforceability of the provision, the court first applieda Wisconsin statute which concerned the enforcement of any unreasonablerestrictive covenant to the provision at issue. The court found the statuteto be applicable because the court construed the provision to be anindirect restrictive covenant. The court stated:

"[I]t is clear that the no-hire provision is harsh and oppressiveto Greenbriar's employees and is contrary to public policy. Theformer Greenbriar employees who were hired by Dove testifiedthat they had no knowledge of the no-hire provision and thatGreenbriar did not ask them to sign a non-compete agreement.One of the employees *** testified that she specifically askedGreenbriar whether she would be bound by a non-competeagreement and was told that she would not be subject to suchrestrictions. *** This court has *** recognized the necessity ofconsideration in referencing an employee's decision to sign acovenant not to compete that he or she deems unreasonable."Heyde, 258 Wis. 2d at 40, 654 N.W.2d at 836.

The court further noted that Greenbriar could protect its interest inmaintaining its employees by utilizing a valid restrictive covenant incompliance with Wisconsin laws. Wisconsin law required that employeesknow they are subject to a restrictive covenant and that they consent tosuch a provision. For this same reason, the court also found the provisionto be unenforceable under the common law, notwithstanding theapplicability of the Wisconsin statute concerning restrictive covenants.Heyde, 258 Wis. 2d at 42-44, 654 N.W.2d at 837-38.

In contrast to Heyde, the Virginia Supreme Court, in TherapyServices, Inc. v. Crystal City Nursing Center, Inc., 239 Va. 385, 389S.E.2d 710 (1990), upheld the validity of a similar contractual provision.The facts in Crystal City are essentially the same as in the Heyde case,i.e., the provider of physical therapists seeking to prevent nursing homecustomers from hiring provider's employees. Crystal City, 239 Va. at386-87, 389 S.E.2d at 711. The nursing home contended that theprovision was unenforceable because it violated public policy in that itaffected the rights of third parties without their consent or knowledge.Crystal City, 289 Va. at 387, 389 S.E.2d at 711. The court began itsanalysis by noting that the provision at issue was neither a covenant not tocompete nor a restrictive covenant between an employer and employee.Rather, the court ruled that the provision represents an agreement where"one party agrees to forego the ability to hire certain people who are notparties to the contract. As such, it is a contract in restraint of trade and willbe held void as against public policy if it is unreasonable as between theparties or is injurious to the public." Crystal City, 239 Va. at 388, 389S.E.2d at 711. The court determined that the restraint was reasonablebecause it afforded fair protection to the interests of the party favoring itand that it was not so broad as to interfere with the interests of the public.The court held that the provider had a legitimate interest in maintainingprofessional personnel in its employ-without such a clause the providerwould become an " 'involuntary and unpaid employment agency.' "Crystal City, 239 Va. at 388, 389 S.E.2d at 712. With respect to theinterests of the public, the court addressed the employees' lack ofknowledge of the clause in depth:

"The right to earn a livelihood is embraced in the constitutionalconcept of 'liberty.' [Citation.] However, this right isconceptually and practically distinct from a claim of a right tospecific employment. Neither [the nursing home] nor the trialcourt has cited any authority for the proposition that individualshave a right to employment by an employer of their choice or byany specific employers. The evidence indicated that in theNorthern Virginia area, therapists were in low supply and in highdemand and, thus, should they choose to leave TherapyServices' employ, they could secure like positions in the area.

Similarly, there was no adverse impact on the interest of thepublic at large. The availability of therapists' services was notdiminshed since the affected therapists were not precluded fromworking in Northern Virginia or any other area. Under thesecircumstances, we cannot conclude that [the provision] deprivedthe affected therapists of the 'right to seek a livelihood' or that itinterfered 'with the interest of the public.' [Citation.]" CrystalCity, 239 Va. at 389, 389 S.E.2d at 712.

As a result, the court upheld the validity of the provision.

After considering both opinions, we believe the Virginia SupremeCourt provides the most guidance with respect to the case at bar. As aninitial matter, we agree with that court that paragraph 13 is neither acovenant not to compete nor a restrictive covenant between employer andemployee.⁽²⁾ This is not a case where the employee is arguing that he or shehas been foreclosed from employment. In our view, the provision at issuerestricted one employer's ability to hire former employees of the otheremployer. Thus, as the Virginia Supreme Court recognized, the contractprovision acts as a restraint on trade. This court has held that "indetermining whether a restraint [on trade] is reasonable it is necessary toconsider whether enforcement will be injurious to the public or causeundue hardship to the promisor, and whether the restraint imposed isgreater than is necessary to protect the promisee." Bauer v. Sawyer, 8 Ill.2d 351, 355 (1956).

H&M argues that paragraph 13 is reasonable, as it protects its solebusiness asset, its drivers, from being hired away by its customers. Ifcustomers could hire H&M's drivers on a permanent basis, then theywould no longer need H&M's services. We agree that this is a legitimateinterest and that paragraph 13 affords fair protection to that interest. It isimportant to note that, under the provision, H&M employees are notrestricted from seeking employment as drivers with any employer otherthan Fox Valley. Fox Valley is not restricted from hiring all H&Memployees, just those who had been provided to Fox Valley from H&M.Moreover, Fox Valley is not, under the provision, completely barred fromemploying H&M's former employees; rather, Fox Valley must pay H&Mthe liquidated damages to which it agreed, if it does so within one year ofthe termination of the contract. We do not believe this restriction isunreasonable. We agree with the Virginia Supreme Court that to concludeotherwise would render H&M nothing more than " 'an involuntary andunpaid employment agency.' " Crystal City, 239 Va. at 388, 389 S.E.2dat 712. Paragraph 13 prevents clients like Fox Valley from appropriatingthe value H&M created in the placement of valued truck drivers. In thiscase, it appears H&M did its job so well that Fox Valley wanted to offerdirect employment to driver Booker.

With respect to the interests of the public, we do not see an adverseimpact on those interests on this record. Nothing in the record suggeststhat the availability of truck drivers was diminished because the employeeswere precluded from working in the area. More importantly, Fox Valleydid not allege in its answer any facts which so suggest. H&M employeesare not unreasonably restricted or otherwise hurt by the no-hire clause inthis contract. We acknowledge that the existence of paragraph 13 rendersformer H&M employees who were placed with Fox Valley potentially lessdesirable hires for Fox Valley because of the liquidated damages thatwould result from such a hire. However, such potential harm is, on thisrecord, merely speculative. Booker was, in fact, hired by Fox Valleydespite the existence of the clause. We are reluctant to deem a contractualprovision an unreasonable or excessive restraint of trade on the basis ofmere speculation of harm.

In light of the above, we hold that paragraph 13 was not invalid asagainst public policy. Accordingly, the circuit court did not err in grantingH&M's judgment on the pleadings, as there were no questions of materialfact raised by the pleadings.

The circuit court correctly entered judgment for H&M. We thereforeaffirm the judgment of the appellate court.

Appellate court judgment affirmed.

JUSTICE THOMAS, specially concurring:

Unlike my colleagues in the majority, I find the Wisconsin SupremeCourt's decision in Heyde Cos. v. Dove Healthcare, LLC, 258 Wis. 2d28, 654 N.W.2d 830 (2002), to be a better reasoned decision than theVirginia Supreme Court's decision in Therapy Services, Inc. v. CrystalCity Nursing Center, Inc., 239 Va. 385, 389 S.E.2d 710 (1990).Nevertheless, because of an important distinction between Heyde and thecase before us, I feel constrained to concur in the majority's judgment.

Heyde held that a no-hire provision agreed to by employers thatrestricts the employment opportunities of employees without theirknowledge and consent constitutes an unreasonable restraint of trade. Itwas a matter of record in Heyde that the employees did not know of theno-hire provision:

"The employees hired by Dove testified in their affidavits thatthey did not know about the no-hire provision in the Agreementbetween Greenbriar and Dove that placed restrictions on theirability to be employed by Dove. Some of the employees hired byDove testified that they inquired whether they would be boundby a non-compete agreement and were told by Greenbriar thatthey would not be subject to such restrictions." Heyde, 258 Wis.2d at 33, 654 N.W.2d at 832.

Here, by contrast, nothing in the record indicates that Booker wasunaware of the no-hire provision. On appeal, Fox Valley argues that theprovision was "undisclosed." However, as H&M correctly points out, FoxValley did not make this assertion in its answer, nor did Booker make theassertion in his affidavit. Thus, there is nothing in the record indicating thatBooker was unaware of the no-hire provision.

In my opinion, if the no-hire provision was undisclosed, then theprovision would be void as against public policy. The majority is correctthat a no-hire provision is not a restrictive covenant. However, as theHeyde court pointed out, no-hire provisions have the same effect onemployees as restrictive covenants. Heyde, 258 Wis. 2d at 36-37, 654N.W.2d at 834. Thus, employees should be told of such a provision whenthey begin their employment. Two employers should not be able tocontract away an employee's future employment opportunities without theemployee's knowledge or consent.

What Booker did here is similar to what millions of Americans do.He took a less than ideal job, and through that job made contacts whichallowed him to take a better job. When an employee enters into thissituation, he or she should be told of restrictions on future employmentopportunities. In this regard, I share the concerns of the concurring justicein Heyde, who wrote the following:

"I write separately to explain that the no-hire contract in thepresent case severely restricts future employment opportunitiesof employees without their knowledge or consent. People agreedto work as Greenbriar's at-will employees (meaning they werefree to leave employment at any time and Greenbriar was free toterminate their employment at anytime for almost any reason).When the at-will employment ceased, the former Greenbriaremployees would find, to their surprise, that they werehandicapped in getting new employment by a secret dealbetween Greenbriar and another business.

I agree with the court of appeals: 'The no-hire provisionviolates public policy by restricting Greenbriar therapists the right[sic] to freely sell their skills in the labor market. Without signingany agreement or even being given notice ... current and formerGreenbriar therapists are restricted from being employed bythese facilities, unless Greenbriar gives consent and unless thefacilities are willing to pay the fee.'

To assert that Greenbriar's employees are not 'unreasonablyrestricted or otherwise hurt by the no-hire clause in the contractbetween Greenbriar and Dove' is to ignore the harsh realities ofthe job market. The dissent asks, 'Why should Dove, whichfreely agreed to pay the 50 percent premium if it hired aGreenbriar employee, be entitled to avoid its contractualobligations by asserting that someone else has sustained a purelyhypothetical injury?' The law of this State answers this question:freedom to contract, like other freedoms, has limitations.

The limitation on the freedom to contract in the present caseis the public's interest in not allowing businesses to unduly andunfairly limit the ability of former employees to seek newemployment. It is an unfair and an undue limitation on anemployee's right to seek employment for an employer tocontract away an employee's freedom of future employmentwithout that employee's ever knowing about or consenting to thelimitation. Employees should be able to decide whether theywant to work for Greenbriar under these conditions. The secretdeal cut in the present case between two businesses affectingnon-consenting employees is unduly harsh and oppressive to theemployees and is therefore contrary to the common law andpublic policy of the state of Wisconsin." (Emphasis omitted.)Heyde, 258 Wis. 2d at 45-47, 654 N.W.2d at 838-39(Abrahamson, C.J., concurring).

Although it is true that Booker was in fact hired by Fox Valley, thereality is that liquidated damages provisions such as the one at issue herewill make it more difficult for affected employees to obtain newemployment. As the Heyde court held, "[i]t is apparent that a nursinghome facility would prefer to hire therapists who are not subject to a 50%salary 'fee' that must be paid to a former employer, thereby putting theGreenbriar therapists at a disadvantage in obtaining employment." Heyde,258 Wis. 2d at 40, 654 N.W.2d at 836.

The majority is correct that H&M has a legitimate business interestin not being simply an employment agency for its customers, and that theno-hire provision protects H&M's sole business asset. Slip op. at 9-10.Neither the majority nor H&M, however, has explained why H&M couldnot accomplish the same thing by entering into the agreement with itsemployees. This way, H&M's business interests would be protected andthe employees would not have their future employment opportunitiescontracted away by others. At the very least, however, I believe thatemployees should be told of such no-hire provisions when they acceptemployment. Because in this case it is not a matter of record that theprovision was undisclosed, I concur in the majority's judgment.

JUSTICE RARICK, dissenting:

The law has changed since Schumann-Heink v. Folsom, 328 Ill.321 (1927), the case cited by the majority at the outset of its substantiveanalysis. Under Illinois law, contracts in general restraint of trade are nowordinarily held to be void Canfield v. Spear, 44 Ill. 2d 49, 50 (1969);Health Professionals, Ltd. v. Johnson, 339 Ill. App. 3d 1021, 1029(2003). Exceptions exist in the employment context. Under certaincircumstances, an employer may impose contractual restrictions on whereand when an employee may work after he leaves the employer's payroll.Such restrictive covenants, however, are not favored. They must bestrictly construed and will be enforced only if their impact on the partiesto the agreement and the public is reasonable. See Szabo Food Service,Inc. v. County of Cook, 160 Ill. App. 3d 845, 848 (1987); Marwahav. Woodridge Clinic, S.C., 339 Ill. App. 3d 291, 294 (2003).

The no-hire provision at issue in this case is tantamount to arestrictive employment covenant, and its validity must be judged by thesame standards. To assess whether covenants restricting employmentshould be upheld, the courts have fashioned specific criteria. The time limitand geographic scope of the restriction must be reasonable, trade secretsor confidential information must be involved, and the restriction must bereasonably necessary for the protection of a legitimate business interest.Image Supplies, Inc. v. Hilmert, 71 Ill. App. 3d 710, 712-13 (1979).

The foregoing conditions are sometimes satisfied in cases involvingthe performance of professional services or where a person's employmenthas enabled him to obtain technical or trade information or customer liststo which he would not otherwise have had access. See Restatement(Second) of Contracts