Campbell Soup Co. v. Desatnick

The noncompetition agreement between Campbell Soup Company (Campbell) (plaintiff) and Campbell’s advertising director, Robert Desatnick (defendant), included an unusual safety net. The safety net provided that, in return for Desatnick’s promise not to compete against Campbell should Desatnick ever leave the company, Campbell promised to guarantee Desatnick’s income for the full 18-month duration of the agreement. Desatnick’s job required Desatnick to participate in high-level management discussions involving Campbell’s overall corporate strategy, finances, and marketing. Over time, Desatnick became dissatisfied with his job. In the course of exploring employment opportunities with Campbell’s rival, The Pillsbury Company (Pillsbury), Desatnick advised Pillsbury on how to improve its competitive position. Pillsbury offered Desatnick a job as its top marketing executive. Desatnick accepted the offer and notified Campbell that he was resigning. At the time, Campbell was still rolling out many strategic initiatives in which Desatnick had been heavily engaged. To prevent Desatnick from joining Pillsbury, Campbell filed a federal-court suit for enforcement of Desatnick’s noncompetition agreement. In response, Desatnick argued that enforcement would be both unreasonable and unnecessary because Desatnick could temporarily limit his Pillsbury duties so as to minimize whatever competitive threat he posed to his former employer. Desatnick moved for a preliminary injunction to prevent enforcement of the noncompetition agreement.