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Restraints of trade is a common law doctrine relating to the enforceability of contractual restrictions on freedom to conduct business. It is a precursor of modern competition law. In an old leading case of Mitchel v Reynolds (1711) Lord Smith LC said,[1]

it is the privilege of a trader in a free country, in all matters not contrary to law, to regulate his own mode of carrying it on according to his own discretion and choice. If the law has regulated or restrained his mode of doing this, the law must be obeyed. But no power short of the general law ought to restrain his free discretion.

A contractual undertaking not to trade is void and unenforceable against the promisor as contrary to the public policy of promoting trade, unless the restraint of trade is reasonable to protect the interest of the purchaser of a business.[2] Restraints of trade can also appear in post-termination restrictive covenants in employment contracts.

History

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Chief Justice Coke, 17th century English jurist

England and the UK

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Restraint of trade in England and the UK was and is defined as a legal contract between a buyer and a seller of a business, or between an employer and employee, that prevents the seller or employee from engaging in a similar business within a specified geographical area and within a specified period. [citation needed] It intends to protect trade secrets or proprietary information but is enforceable only if it is reasonable with reference to the party against whom it is made and if it is not contrary to public policy.

The restraint of trade doctrine is based on the two concepts of prohibiting agreements that run counter to public policy, unless the reasonableness of an agreement could be shown. A restraint of trade is simply some kind of agreed provision that is designed to restrain another's trade. For example, in Nordenfelt v Maxim, Nordenfelt Guns and Ammunition Co.,[2] a Swedish arms inventor promised on sale of his business to an American gun maker that he "would not make guns or ammunition anywhere in the world, and would not compete with Maxim in any way."

To be a valid restraint of trade in the first place, both parties must have provided valuable consideration for their agreement to be enforceable. In Dyer's Case[3] a dyer had given a bond not to exercise his trade in the same town as the plaintiff for six months but the plaintiff had promised nothing in return. On hearing the plaintiff's attempt to enforce this restraint, Hull J exclaimed, "per Dieu, if the plaintiff were here, he should go to prison till he had paid a fine to the King."

The common law evolved with changing business conditions. So in the early 17th century case of Rogers v Parry[4] it was held that a promise by a joiner not to trade from his house for 21 years was enforceable against him since the time and place was certain. It was also held (by Chief Justice Coke) that a man cannot bind himself to not use his trade generally.

This was followed in Broad v Jolyffe[5] and Mitchel v Reynolds[6] where Lord Macclesfield asked, "What does it signify to a tradesman in London what another does in Newcastle?" In times of such slow communications and commerce around the country it seemed axiomatic that a general restraint served no legitimate purpose for one's business and ought to be void. But already in 1880 in Roussillon v Roussillon[7] Lord Justice Fry stated that a restraint unlimited in space need not be void, since the real question was whether it went further than necessary for the promisee's protection. So in the Nordenfelt case,[2] Lord Macnaghten ruled that while one could validly promise to "not make guns or ammunition anywhere in the world" it was an unreasonable restraint to "not compete with Maxim in any way". This approach in England was confirmed by the House of Lords in Mason v The Provident Supply and Clothing Co.[8]

United States

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In the US, the first significant discussion occurred in the Sixth Circuit's opinion by Chief Judge (later US President and still later Supreme Court Chief Justice) William Howard Taft in United States v. Addyston Pipe & Steel Co.[9] Judge Taft explained the Sherman Antitrust Act of 1890[10] as a statutory codification of the English common-law doctrine of restraint of trade, as explicated in such cases as Mitchel v Reynolds.[11] The court distinguished between naked restraints of trade and those ancillary to the legitimate main purpose of a lawful contract and reasonably necessary to effectuation of that purpose.[12] An example of the latter would be a non-competition clause associated with the lease or sale of a bakeshop, as in the Mitchel case. Such a contract should be tested by a "rule of reason," meaning that it should be deemed legitimate if "necessary and ancillary." An example of the naked type of restraint would be the price-fixing and bid-allocation agreements involved in the Addyston case. Taft said that "we do not think there is any question of reasonableness open to the courts to such a contract." The Supreme Court affirmed the judgment. During the following century, the Addyston Pipe opinion of Judge Taft has remained foundational in antitrust analysis.[13]

The 1911 decision of the Supreme Court in Standard Oil Company of New Jersey v. United States[14] relied on Taft's rule-of-reason analysis. In that case, the Court concluded that a contract offended the Sherman Act only if the contract restrained trade "unduly"—that is, if the contract resulted in monopolistic consequences. A broader meaning, the Court suggested, would ban normal and usual contracts, and would thus infringe liberty of contract. The Court therefore endorsed the rule of reason enunciated in Addyston Pipe, which in turn derived from Mitchel v Reynolds and the common law of restraints of trade.

In more recent cases, court continue to base their rulings on the Mitchel framework, but attention has turned to such issues as "necessary to do what?" and "how necessary compared to collateral damage?"

For example, even if a restraint is necessary and ancillary, within the meaning of the Mitchel and Addyston Pipe cases, it may still be an unreasonable restraint of trade if its anticompetitive effects and consequent harm to the public interest outweigh its benefits. Thus, Judge Ginsburg opined in the Polygram case:

If the only way a new product can be profitably introduced is to restrain the legitimate competition of older products, then one must seriously wonder whether consumers are genuinely benefited by the new product.[15]

A related issue is whether, even if a restraint is necessary and ancillary, available means exist to accomplish the desired result which are less harmful. The FTC-DOJ 2000 Guidelines for Collaborations among Competitors say that, in determining whether a restraint is "reasonably necessary," the issue is "whether practical, significantly less restrictive means were reasonably available when the agreement was entered into."[16]

In other cases, questions have been raised as to whether the restraint was necessary and ancillary to accomplishing only something unworthy of recognition, given the resulting harm involved. In one recent case, a court rejected a credit card issuer's attempted justification of a restriction against competitive dealings said to be reasonably necessary to promote "loyalty" and "cohesion."[17] How necessary and necessary to what thus remain controverted issues under the doctrine of Mitchel v. Reynolds.

Restraining workers

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See also: Non-compete clause

Under English law, restraining clauses in employment contracts are enforceable if:[citation needed]

  • There is a legitimate interest which needs to be protected. Examples of such interests include business connections and business secrets.
  • The restraint is reasonable, i.e. sufficiently protects the interest and goes no further.

Generally, if a restraining clause is found to be unreasonable, then it will be void. In certain circumstances though the court may uphold it either by construing ambiguities or by severance. Severance consists of the application of what is known as the "blue pencil test"; if individual words which make the clause excessively wide are able to be crossed out and the clause still makes grammatical sense, without altering the nature of the obligations, then the courts may be willing to sever the illegal aspects of the clause and enforce the remainder.

Contemporary application

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Though the restraint of trade doctrine is still valid, the current use has been limited by modern and economically oriented statutes of competition law in most countries. It remains of considerable importance in the United States as does the Mitchel v Reynolds case.

See also

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Notes

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References

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Revisions and contributorsEdit on WikipediaRead on Wikipedia

Restraint of trade

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Restraint of trade is a longstanding doctrine that renders unenforceable contractual provisions or agreements unduly limiting a party's to engage in lawful , , or , unless they reasonably protect legitimate business interests such as trade secrets or goodwill. The principle traces its origins to English cases dating back to the , including Dyer's Case (1414), which invalidated broad restrictions on artisans' work, evolving through Mitchel v. Reynolds (1711) to emphasize favoring open markets over absolute contractual . In the United States, it forms the basis for federal antitrust enforcement under Section 1 of the Sherman Act (1890), which prohibits "every , combination... or conspiracy, in restraint of ," interpreted by courts to target only unreasonable restraints like horizontal price-fixing or market division among competitors, while permitting ancillary vertical restraints if pro-competitive. Defining characteristics include judicial scrutiny for reasonableness in duration, geographic scope, and activity restricted, with common applications in non-compete covenants for employees or sellers of businesses, where overbroad clauses are voided to prevent stifling innovation and labor mobility. Controversies arise in balancing employer protections against individual economic liberty, as evidenced by ongoing debates over non-compete enforceability, with empirical studies linking excessive restraints to reduced but narrower ones enabling investment in training.

Historical Development

Origins in English Common Law

The doctrine of restraint of trade emerged in English during the early , rooted in concerns over limiting individual economic and fostering monopolistic practices that could harm the . The foundational case, Dyer's Case (1414), involved an apprentice dyer who covenanted not to practice his trade in the same town for six months after completing his ; the court declared the agreement void, establishing the presumption that contracts restricting trade were unenforceable as contrary to in promoting and labor mobility. This rule reflected medieval apprehensions about guilds and apprenticeships stifling innovation, with courts viewing broad restraints as injurious to the party's and societal welfare. By the 16th and 17th centuries, the absolute began to yield to nuanced exceptions for "particular" restraints—those limited in scope by time, geography, or purpose—particularly when ancillary to legitimate transactions like the sale of a or goodwill, where the restraint protected the purchaser's investment without unduly burdening the public. Early precedents, such as those involving craftsmen or merchants transferring trades, allowed enforcement if the covenant was not general (i.e., unlimited in application) and served a reciprocal benefit, signaling a shift from rigid invalidation toward balancing private contracting freedoms against broader economic harms. The pivotal refinement occurred in Mitchel v Reynolds (1711), where a sold his and agreed not to compete within a specified parish for a limited period; Chief Justice Parker upheld the covenant, articulating that while general restraints remained void as "against the benefit of the public," particular ones were valid if founded on adequate , reasonable in extent, and not injurious to trade overall. This judgment introduced the enduring "," requiring courts to assess whether the restraint exceeded what was necessary to protect the promisee's interests, thereby preserving the doctrine's core opposition to naked restrictions while permitting those with pro-competitive justifications. Subsequent cases reinforced this framework, embedding it as a cornerstone of contract law that prioritized empirical evaluation of economic effects over formalistic bans.

Adoption and Evolution in the United States

The doctrine of restraint of trade, inherited from English common law, was adopted by American courts in the late 18th and early 19th centuries as part of the received common law system, absent contrary statutes or constitutional provisions. Early state decisions mirrored the English distinction between general restraints—which were void as inimical to public welfare and individual liberty—and partial restraints, which could be upheld if limited in scope, ancillary to a valid contract (such as the sale of a business), and reasonable in protecting the promisee's interests without unduly burdening competition. For instance, courts scrutinized covenants not to compete for their necessity in preserving goodwill transferred in business sales, reflecting a pragmatic balance between contractual freedom and economic freedom. By the mid-19th century, amid rapid industrialization and rising commercial litigation, courts liberalized enforcement of reasonable ancillary restraints, particularly in and sale contexts, emphasizing factors like geographic limitation, duration, and legitimate interests such as trade secrets or customer relationships. This evolution departed from stricter English precedents by prioritizing empirical assessments of competitive harm over presumptive invalidity, with cases often upholding covenants of one to five years within localized areas. considerations focused on causal links between the restraint and the underlying transaction, rejecting naked horizontal agreements among competitors as per se unreasonable. The federalization of the doctrine accelerated with the of July 2, 1890, which declared illegal "very contract, combination... or conspiracy, in restraint of trade or commerce among the several States." Courts interpreted this statutory language through lenses, rejecting a literal ban on all restraints in favor of invalidating only those proven unreasonable in effect. Influential decisions like United States v. Addyston Pipe & Steel Co. (1899) articulated tests distinguishing ancillary restraints—tolerated if subordinate to a primary lawful purpose—from naked ones aimed solely at suppressing competition, laying groundwork for broader judicial scrutiny. The U.S. Supreme Court's ruling in Co. of v. United States (1911) formalized the "," requiring plaintiffs to demonstrate that a restraint harmed competition more than it promoted efficiency or legitimate goals, thus integrating economic analysis into evaluations of trade restrictions. This framework extended to state-level non-compete disputes, fostering variation: some jurisdictions, like , enacted statutes voiding most post-employment restraints by the early to promote labor mobility, while others enforced them if narrowly tailored. Over time, federal antitrust precedents influenced state courts to weigh public interest factors, such as market concentration and barrier effects, though covenants remained primarily governed by state rather than federal overlay.

Spread to Other Common Law Jurisdictions

The restraint of trade doctrine, rooted in , disseminated to other common law jurisdictions primarily through the reception of during British colonial periods and post-independence retention in settler colonies. Jurisdictions such as , , and inherited the principle that contractual restraints on trade or employment are presumptively void as contrary to , but enforceable if ancillary to a legitimate transaction, reasonable in scope (including duration, geography, and activity restricted), and not injurious to the . This framework, refined in English cases like Mitchel v Reynolds (1711) and Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd (1894), emphasized balancing against freedom of trade, with courts assessing restraints ex post rather than at formation. In , the doctrine took hold via the reception of English prior to 1828 in and extended to other colonies upon settlement, persisting after in 1901 absent contrary . Restrictive covenants remain unenforceable at unless they safeguard proprietary interests like goodwill or confidential information and pass the reasonableness test, as articulated in cases such as Buckley v Tutty (1969), which rejected blanket prohibitions in favor of contextual scrutiny. diverged with the Restraints of Trade Act 1976 (NSW), which reverses the onus for certain employer-employee restraints by presuming validity unless the employee proves unreasonableness, reflecting a legislative tilt toward enforceability in commercial contexts while preserving the baseline elsewhere. Canadian provinces adopted the English doctrine similarly, treating restraints—particularly non-compete clauses—as unenforceable burdens on labor mobility unless justified by legitimate employer interests and calibrated to minimize public harm. Courts apply a two-step : inter partes (protecting only necessary interests without undue hardship) and compatibility, as in Elsley v JG Collins Insurance Agencies Ltd (1978), where the upheld a restraint tied to goodwill sale but stressed narrow tailoring. Federal under the (1985) overlays criminal and civil prohibitions on broader anticompetitive agreements, but individual covenants fall under provincial , favoring competitive markets over rigid enforcement. New Zealand courts, inheriting English law via the English Laws Act 1858 and subsequent precedents, enforce restraints only if reasonable and subsidiary to valid contracts, focusing on protecting trade secrets, client connections, or workforce stability without stifling competition. Key decisions like Gall v Port Shipping (1975) affirm the ancillary-naked distinction, voiding standalone restraints while permitting those incidental to or sales, with recent legislative proposals in the Employment Relations (Restraint of Trade) Amendment Bill (2022) seeking to limit enforceability for lower-income workers and cap durations at six months for others. India represents a partial divergence: while colonial-era courts initially applied English , the (effective 1872) codified Section 27, declaring all trade restraints void except those ancillary to goodwill sales, rejecting the reasonableness exception to prioritize absolute trade freedom amid economic developmental concerns. This stricter stance, upheld in cases like Niranjan Shankar Golikari v Century Spinning (1967), limits enforceability even for post-employment covenants unless tied to business transfers, contrasting the nuanced balancing in other jurisdictions.

The Presumption Against Restraints

In jurisdictions, the doctrine of restraint of trade establishes a that contractual provisions limiting an individual's to engage in commerce or competition are void and unenforceable unless proven otherwise. This reflects a foundational policy against agreements that suppress economic liberty, as unrestricted trade fosters innovation, labor mobility, and efficient resource allocation, while restraints risk creating localized monopolies that elevate prices and stifle productivity. Courts apply the to both covenants and sale-of-business clauses, scrutinizing them for overreach beyond what is necessary to safeguard proprietary interests. The rationale for the presumption traces to early English precedents viewing absolute bans on trade as injurious to the public welfare, evolving to permit limited exceptions where restraints serve a valid purpose without broader harm. In Mitchel v. Reynolds (1711), the King's Bench articulated that general restraints—those prohibiting trade kingdom-wide—are presumptively invalid, but partial restraints confined to specific locales, durations, or activities may stand if founded on reasonable and deemed useful rather than oppressive. The court emphasized that the favors , presuming restraints harmful unless evidence demonstrates they protect the promisee's legitimate stake, such as transferred goodwill, without unduly burdening the promisor's subsequent opportunities or public access to . To rebut the , the enforcing must demonstrate through a fact-specific inquiry, evaluating factors like geographic scope, temporal limits, the nature of the protected interest, and net effects on . For instance, a covenant ancillary to a business sale might be upheld if narrowly tailored to preserve the buyer's , as in cases requiring proof of adequate and non-excessive breadth, but fails if it effectively excludes the seller from their primary indefinitely. This burden ensures restraints do not evolve into naked prohibitions, aligning private agreements with the causal imperative of open markets to drive over cartel-like stagnation.

Reasonableness Analysis and Public Interest

The reasonableness of a restraint of trade is assessed through a two-stage inquiry under doctrine: first, whether the restraint is reasonable in reference to the interests of the contracting parties, and second, whether it is reasonable with regard to the . This framework, articulated by the in Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd AC 535, requires that the restraint protect a legitimate interest of the covenantee—such as confidential , customer goodwill, or workforce stability—without extending beyond what is necessary for that protection. Courts evaluate factors including the duration, geographic scope, and activity restricted; for instance, a restraint limited to 12 months within a 50-mile radius may be upheld if tailored to prevent solicitation of established clients, whereas an indefinite or nationwide ban on all typically fails as excessive. In the first stage, the covenantee bears the burden of proving the restraint's necessity, distinguishing it from mere suppression of , which receives no protection. Ancillary restraints, those incidental to a valid transaction like the sale of a , benefit from greater deference, as the purchaser's in goodwill justifies temporary exclusivity; naked restraints, lacking such context, are presumptively void. Empirical assessments often draw on evidence of actual harm, such as quantifiable loss of client relationships post-departure, rather than speculative threats. The stage examines whether enforcement would unduly harm societal welfare, including the freedom of individuals to pursue livelihoods and the maintenance of competitive markets. A restraint contravenes if it stifles , reduces labor mobility, or creates monopolistic effects, as these impair and . However, courts recognize countervailing interests in contractual stability and the incentivization of business investments; for example, in Nordenfelt, a 25-year worldwide on armament was deemed non-injurious to the public given the specialized industry and absence of broad competitive foreclosure. This balancing reflects causal realism: restraints that empirically preserve incentives for skill development or risk-taking without systemic distortion are upheld, while those fostering or are invalidated. Judicial application varies by jurisdiction but consistently prioritizes evidence over policy preferences; in the UK, post-2015 reforms under the have reinforced scrutiny of unfair terms, yet the test persists for B2B contexts, emphasizing that voids only those restraints proven to cause net harm, not hypothetical risks. Critics from economic analyses argue overbroad enforcement risks under-deterring legitimate protections, potentially eroding property-like rights in intangibles, though courts demand case-specific justification to avoid this.

Distinction Between Ancillary and Naked Restraints

Naked restraints of trade are agreements whose primary purpose is to suppress without serving any legitimate objective, rendering them presumptively unlawful under per se rules in antitrust analysis. In contrast, ancillary restraints are collateral to a broader, pro-competitive transaction or , such as a or sale, where the restriction is reasonably necessary to achieve efficiencies inherent in the primary agreement. This distinction originates from the 1897 U.S. Court of Appeals for the Sixth Circuit decision in United States v. Addyston Pipe & Steel Co., where Judge articulated that restraints incidental to a valid —provided they are no broader than required for the contract's purpose—may be enforceable, while naked ones, aimed solely at market division or price-fixing, violate . The affirmed this framework in 1899, establishing it as a cornerstone of Sherman Act interpretation. To qualify as ancillary, a restraint must be subordinate and auxiliary, emerging only as the primary agreement materializes and proving essential to its competitive benefits, such as protecting investments in research collaborations or safeguarding goodwill in asset sales. Courts assess ancillarity by examining the restraint's functional relationship to the legitimate purpose at formation, not merely its effects; if the restriction would exist independently or primarily to allocate markets, it reverts to naked status. For instance, a non-compete clause in a business sale is ancillary if limited to the sold assets' territory and duration, enabling the buyer to recoup value without unduly stifling competition. Conversely, a standalone agreement among competitors to divide territories constitutes a naked restraint, as in Addyston Pipe, where bidding rings masked as protective covenants were deemed cartelistic. This bifurcation guides judicial scrutiny: naked restraints face per se condemnation due to their inherent anticompetitive harm, bypassing balancing tests, while ancillary ones undergo rule-of-reason evaluation, weighing pro-competitive gains against restrictions' scope. Recent applications, such as the Ninth Circuit's 2021 ruling in In re Musical Instruments and Equipment Antitrust Litigation, upheld provisions in licensing deals as ancillary because they facilitated pro-competitive instrument distribution without independent anticompetitive intent. Mischaracterizing restraints risks overreach; for example, LIBOR manipulation panels were rejected as ancillary defenses, as the core lacked a valid collaborative foundation. The preserves market processes by permitting efficiency-enhancing integrations while condemning purposeless suppression, though debates persist on its precision in complex ventures.

Types of Restraints

Employment Non-Compete and Non-Solicitation Clauses

non-compete clauses prohibit former employees from engaging in competitive activities, such as working for rival firms or starting competing businesses, for a specified period after termination. These agreements, alongside clauses that bar soliciting clients or coworkers, constitute ancillary restraints of designed to safeguard employer interests like confidential information and client relationships. Courts in jurisdictions enforce such clauses only if they meet a reasonableness standard, balancing protection of legitimate business interests against the favoring free labor mobility. Historically, covenants not to compete in employment contexts gained traction in the , evolving from earlier restrictions on trade that originated in cases like the 1414 Dyer's Case, where broad restraints were disfavored. By the 1800s, American courts began upholding narrower employment restraints ancillary to valid contracts, provided they did not unduly hinder competition. provisions, focusing on specific relationships rather than outright employment bans, emerged as less intrusive alternatives, often proving more enforceable due to their targeted scope. The core test for enforceability requires the clause to protect a legitimate interest—such as trade secrets or goodwill—while imposing restrictions reasonable in duration, geographic scope, and activity prohibited. Typical enforceable durations range from six months to two years, with geographic limits confined to areas where the employer operates, and scopes limited to roles similar to the employee's prior position. In Singapore, non-solicitation clauses are enforceable only if reasonable in scope, duration, and geography while protecting legitimate proprietary interests such as a stable workforce or trade connections, with no fixed reasonable duration and assessment made case-by-case; courts have upheld durations of 7-12 months when justified, as in Man Financial (S) Pte Ltd v Wong Bark Chuan David SGCA 53 (7 months to protect workforce stability) and 3D Networks Singapore Pte Ltd v Voon South Shiong SGHC 167 (12 months reasonable for rebuilding connections but unenforceable due to excessive scope), with typical durations of 3-12 months depending on employee seniority and interest protected. Overly broad clauses, lacking specificity or extending indefinitely, are void as naked restraints lacking ancillary justification. Public interest considerations further demand that enforcement not harm or worker welfare disproportionately. In the United States, state laws govern enforceability, with variations: largely voids non-competes under Business and Professions Code Section 16600, while states like and apply blue-pencil reforms to narrow unreasonable terms. Federally, the FTC's 2024 rule attempting a nationwide ban on non-competes was vacated by courts and abandoned in September 2025, shifting to case-by-case antitrust challenges against agreements deemed anticompetitive. clauses face similar scrutiny but succeed more frequently, as seen in rulings requiring geographic limits for employee non-solicits to avoid overbreadth. Remedies for breach include injunctions and , though courts may reform clauses via severance or modification rather than total invalidation, depending on . Employers must provide , such as employment or bonuses, for post-employment enforceability, and clauses imposed mid-tenure often require new value. In practice, even unenforceable clauses deter mobility through litigation threats, prompting empirical scrutiny of their net effects on and wages.

Covenants in Sale of Business or Goodwill

Covenants not to compete arising from the sale of a or its goodwill represent a recognized exception to the general doctrine against restraints of trade in jurisdictions. These provisions prevent the seller from engaging in competitive activities that could undermine the value of the transferred goodwill, which encompasses relationships, , and ongoing prospects purchased by the buyer. Courts afford greater deference to such covenants compared to restrictions, as the seller receives substantial in the form of the sale , justifying the ancillary restraint to effectuate the transaction's purpose. The doctrinal foundation traces to English , exemplified by Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd AC 535, where the upheld a covenant by the seller of an armaments firm not to engage in competing activities, subject to reasonableness limitations. The court invalidated a worldwide as excessive but enforced restrictions limited to the armaments industry, reasonable in duration and geographic scope tailored to protect the buyer's interests without unduly harming the seller or public. This established that restraints must safeguard legitimate interests like goodwill while remaining no broader than necessary, balancing private contracting freedom against broader economic competition. In the United States, similar principles apply, with covenants ancillary to sales presumed valid if reasonable , area, and activity scope, often facing less stringent scrutiny than employee non-competes. For instance, even absent an express clause, courts imply a duty on sellers not to derogate from the goodwill's value by soliciting former customers or competing directly, ensuring the purchaser receives the bargained-for asset. Enforceability requires the restraint to protect specific interests without imposing undue hardship, with durations typically upheld up to five years depending on the industry's nature. United Kingdom maintains the Nordenfelt test, requiring covenants to pursue a legitimate interest—principally goodwill—and be reasonable as between parties and . Post-sale restraints commonly restrict sellers from operating similar businesses within defined radii and periods, such as 12-24 months in localized trades, to preserve customer loyalty transferred via goodwill. Breach may yield injunctive relief or calculated on lost profits attributable to the violation. Contemporary applications in routinely incorporate these covenants, with federal policy exempting genuine business sale non-competes from broader prohibitions, as affirmed in the Federal Trade Commission's 2024 rule (subsequently enjoined), recognizing their role in facilitating asset transfers without chilling investment. Empirical assessments indicate such restraints enhance deal certainty by mitigating post-sale value erosion, though overbroad terms risk severance or invalidation to avoid partial enforcement incentives.

Horizontal Agreements and Cartels

Horizontal agreements refer to collusive arrangements among competitors operating at the same level in the market, aimed at restricting through coordinated behavior such as price-fixing, output limitation, or market allocation. Unlike vertical agreements between suppliers and buyers, horizontal pacts lack any legitimate business justification and are presumed to harm consumers by elevating prices above competitive levels. In antitrust , these are typically classified as "naked" restraints, ineligible for the rule-of-reason analysis that weighs pro-competitive benefits against anticompetitive effects. Cartels represent the most egregious form of horizontal agreement, involving explicit coordination among rivals to suppress , often through secret meetings or signaling to enforce terms like uniform pricing or territorial divisions. Under Section 1 of the of 1890, hardcore cartel activities—such as horizontal price-fixing—are deemed per se illegal, requiring no proof of actual market harm, as their inherent nature undermines dynamics. Courts have upheld this stance since United States v. Socony-Vacuum Oil Co. (1940), where the ruled that any agreement to stabilize prices constitutes an unreasonable restraint, irrespective of purported intent to avoid "destructive" competition. Common examples include bid-rigging, where competitors prearrange winning bids on contracts to rotate awards, and customer allocation, dividing markets to eliminate head-to-head sales efforts. The U.S. Department of Justice prosecutes these as criminal felonies, with fines up to $100 million for corporations and imprisonment up to 10 years for individuals, reflecting empirical findings that cartels impose median price overcharges of 20% on buyers. Studies of detected cartels across industries show they reduce industry-wide stock values by an average of 7-10% upon exposure, signaling broader economic deadweight losses from foregone and efficiency. While some economic analyses question absolute per se treatment for nascent industries where temporary coordination might facilitate entry, prevailing doctrine rejects defenses absent ancillary ties to legitimate ventures, prioritizing deterrence against collusion's causal role in sustained supra-competitive . In developing economies, cartel overcharges have equated to 0.5-1% of GDP in affected sectors, underscoring their disproportionate harm where is weaker. agencies like the FTC and DOJ emphasize leniency programs to unravel , with over 100 U.S. cases annually yielding billions in penalties since the 1990s.

Jurisdictional Frameworks

United States Antitrust Integration

The , enacted on July 2, 1890, incorporated the doctrine of restraint of trade into federal statutory law by declaring illegal "every , in the form of trust or otherwise, or , in restraint of trade or commerce among the several States, or with foreign nations." This provision codified longstanding English and early American principles that voided agreements unduly restricting competition, but expanded their scope to interstate and foreign commerce under federal jurisdiction, reflecting congressional intent to target trusts and monopolistic practices prevalent in the post-Civil War economy. Unlike pure , which primarily offered civil remedies like voidance, the Sherman Act introduced both civil and criminal penalties, including fines up to $5,000 and imprisonment up to one year for individuals, marking a shift toward proactive against combinations deemed harmful to free markets. Subsequent Supreme Court interpretations bridged common law reasonableness tests with statutory application. In Standard Oil Co. v. United States (221 U.S. 1, 1911), the Court rejected a literal reading of the Act's broad language, adopting the "rule of reason" to invalidate only those restraints lacking legitimate business justification or imposing undue harm on competition, explicitly referencing common law precedents that distinguished ancillary restraints (e.g., those supporting legitimate transactions) from naked ones. This approach contrasted with early per se illegality for certain horizontal agreements but allowed contextual analysis akin to common law ancillary-naked distinctions. However, in Dr. Miles Medical Co. v. John D. Park & Sons Co. (220 U.S. 373, 1911), the Court treated vertical minimum resale price maintenance as per se unlawful, diverging from common law tolerance for such ancillary restraints in distribution agreements until its overruling in Leegin Creative Leather Products, Inc. v. PSKS, Inc. (551 U.S. 877, 2007), which reinstated rule-of-reason scrutiny to align more closely with economic effects. Federal antitrust integration supplanted common law for interstate activities, preempting state laws under the Commerce Clause where conduct substantially affects national markets, as affirmed in cases like Swift & Co. v. United States (196 U.S. 375, 1905). States retain authority over purely intrastate restraints via their own statutes—many modeled on the Sherman Act, such as California's Cartwright Act of 1907—but federal law dominates enforcement through agencies like the Department of Justice and Federal Trade Commission, which apply Sherman Section 1 alongside the Clayton Act (1914) for specific practices like exclusive dealing and the Federal Trade Commission Act for unfair methods of competition. This framework prioritizes consumer welfare and competition over common law's narrower focus on individual contractual freedom, though both emphasize reasonableness; empirical studies indicate federal interventions have reduced cartel formations by up to 20% in affected industries post-enactment. State actions may supplement federal suits, particularly for indirect purchaser recoveries, but cannot authorize Sherman-violative restraints absent sovereign immunity under Parker v. Brown (317 U.S. 341, 1943).

United Kingdom Post-Brexit Approach

Following the completion of the Brexit transition period on 31 December 2020, the 's doctrine on restraint of trade persists unchanged, presuming such contractual clauses void unless they are reasonable in reference to the parties' circumstances and the , typically limited to protecting legitimate interests like confidential information or goodwill. This judge-made framework, independent of EU influence, applies to ancillary restraints in contracts and business sales, requiring scrutiny of duration, geographic scope, and necessity; overly broad "naked" restraints remain unenforceable. Under the Competition Act 1998, Chapter I prohibits agreements that appreciably prevent, restrict, or distort competition affecting trade within the , enabling the (CMA) to investigate horizontal and vertical restraints without EU coordination or deference to precedents. Post-Brexit, this autonomy has facilitated independent enforcement, including fines up to 10% of global turnover for infringements like cartels or bid-rigging, with the CMA prioritizing UK-specific effects in cases involving parallel EU probes. For vertical agreements, the Vertical Agreements Block Exemption Order 2022 (VABEO), effective 1 June 2022, exempts restraints between non-competitors if combined market shares remain below 30%, mirroring the prior retained EU regime but diverging in guidance on dual distribution—treating it primarily as vertical rather than triggering horizontal scrutiny—and offering slightly broader tolerance for certain parity obligations absent wide price parity. The VABEO expires on 31 May 2028, allowing earlier review than the EU's equivalent. In labor markets, the CMA's January 2024 report identified non-compete clauses in approximately 30% of contracts, estimating they suppress wages by up to 7.5% in concentrated sectors and hinder worker mobility, though not treated as per se illegal under absent collusion. Instead, the CMA views no-poach pacts, wage-fixing, and sensitive HR data-sharing as "by object" infringements, issuing September 2025 guidance urging employers to implement compliance programs and self-assess risks, with enforcement prioritizing high-impact cases like tech and finance sectors. Complementing this, the government announced in May 2023 plans to statutorily cap post-termination non-competes at three months—replacing reasonableness tests—though as of October 2025, implementation awaits consultation under the incoming Labour administration, reflecting a policy shift toward enhancing labor competition without full bans seen in jurisdictions like the .

European Union Competition Law Parallels

European Union competition law, primarily governed by Article 101 of the Treaty on the Functioning of the European Union (TFEU), parallels the common law doctrine of restraint of trade by prohibiting agreements between undertakings that have as their object or effect the prevention, restriction, or distortion of competition within the internal market, provided they may affect trade between Member States. Unlike the common law's presumption against restraints subject to a reasonableness test balancing private interests against public policy, Article 101(1) TFEU imposes a outright prohibition on such agreements, rendering them void, with potential for exemptions under Article 101(3) if they generate efficiencies that outweigh anti-competitive effects, such as consumer benefits or improved production. This framework applies to both horizontal agreements among competitors and vertical agreements between entities at different supply chain levels, mirroring categories like naked restraints and ancillary covenants in restraint of trade analysis. Horizontal restraints, akin to cartels or naked price-fixing in , face stringent scrutiny under Article 101(1) TFEU as "by object" restrictions, presumptively anti-competitive without needing proof of actual effects; examples include bid-rigging or market-sharing pacts, which the has fined heavily, as in the 2006 fine of €992 million against producers for quota allocations. The Horizontal Block Exemption Regulation (HBER) provides safe harbors for certain collaborations like joint R&D or production if they meet market share thresholds (typically below 25%) and avoid hardcore restrictions such as output limitations. No-poach agreements between employers, paralleling horizontal employment restraints, are treated similarly; the Commission and national authorities, such as the UK's CMA in 2023 guidance, view them as object infringements unless ancillary to a legitimate integration like a merger. Vertical restraints, including non-compete clauses in distribution or sale-of-business covenants, receive more lenient treatment under the Vertical Block Exemption Regulation (VBER), effective from June 2022, which exempts agreements if combined market shares do not exceed 30% and exclude hardcore clauses like resale price maintenance. Post-termination non-competes in commercial contracts must be limited in duration (e.g., up to under VBER guidelines) and geographic scope to qualify as ancillary, ensuring they do not foreclose markets excessively; the Commission has challenged indefinite non-competes in cases like the 2018 Google Android decision, fining €4.34 billion for tying restrictions that paralleled overly broad restraints. In employment contexts, non-competes fall primarily under national labor laws rather than competition rules, but cross-border effects can trigger Article 101 scrutiny if they hinder labor mobility in ways distorting competition, as noted in the Commission's 2023 horizontal guidelines emphasizing case-by-case assessment. While both systems prioritize competition preservation, EU law diverges by emphasizing public enforcement through fines up to 10% of global turnover and structural remedies, rather than private contract invalidation, and incorporates effects-based analysis informed by economic evidence over the common law's rule-of-reason balancing. Academic analyses suggest EU market definition tools, such as SSNIP tests from merger guidelines, could refine common law assessments of restraint scope, particularly for non-competes affecting niche markets. However, EU law's focus on undertakings excludes purely internal employment pacts absent inter-firm coordination, limiting direct parallels to intra-firm covenants.

Economic and Policy Debates

Efficiency Arguments from Free Market Perspectives

economists, particularly those associated with , contend that ancillary restraints of trade—those incidental to legitimate transactions such as contracts or business sales—can enhance by protecting specific investments and mitigating risks of opportunism. , in his seminal work (), argued that antitrust scrutiny should prioritize consumer welfare through output maximization, evaluating restraints under a rule-of-reason framework that weighs pro-competitive efficiencies against potential harms rather than applying per se prohibitions. viewed many vertical and ancillary restraints as presumptively efficient, asserting that "the advantage of the contract must be the creation of efficiency," such as improved distribution or coordination that lowers costs and benefits consumers. This approach aligns with transaction cost economics, where voluntary restraints internalize externalities, enabling parties to capture returns on relationship-specific investments that might otherwise deter productive activity. In employment contexts, non-compete clauses exemplify efficiency gains by incentivizing firms to invest in worker training and firm-specific human capital without fear of immediate free-riding by competitors. Alan Meese, applying transaction cost economics, explains that such agreements address market failures by ensuring employers recoup training costs, leading to higher productivity and interbrand competition; empirical data indicate employees subject to disclosed non-competes receive 11% more training and earn 9.7% higher wages on average. Similarly, analyses in the University of Chicago Law Review highlight that non-competes protect trade secrets and encourage innovation, with studies showing a 5.5% increase in job training likelihood and elevated earnings (6.6%) for covered workers, as firms balance mobility restrictions with compensatory incentives in competitive labor markets. These outcomes reflect voluntary contracting in equilibrium, where rational employees accept restraints for net benefits, fostering overall GDP growth through enhanced human capital formation rather than suppressing competition. For covenants in the sale of a business, efficiency arguments emphasize complete asset transfer, including goodwill, which maximizes sale prices and encourages entrepreneurial risk-taking. Without enforceable non-competes, sellers retain competitive advantages post-sale, reducing buyer premiums and leading to underinvestment in transferable enterprise value; enforcement thus allocates resources to their highest-value uses, aligning with principles of voluntary exchange and property rights protection. Proponents note that such ancillary restraints, limited in scope and duration, rarely harm broader , as evidenced by their prevalence in mergers where they facilitate efficient consolidation without monopsony effects. Overall, these perspectives caution against blanket invalidation, advocating judicial deference to contractual freedoms unless restraints demonstrably reduce output or consumer welfare, thereby preserving incentives for and specialization.

Critiques of Overregulation and Worker Mobility Bans

Critics of broad regulatory interventions against non-compete agreements contend that such measures overreach by undermining employers' ability to protect proprietary investments in and confidential information, potentially leading to reduced incentives for and . Non-compete clauses enable firms to recoup costs associated with employee development, such as specialized skills , by deterring immediate by competitors; absent these protections, a emerges where rivals benefit from uncompensated spillovers, discouraging such investments. For instance, economic analyses highlight that non-competes align worker and firm incentives by reducing turnover costs and facilitating retention within the , thereby supporting long-term gains. Empirical evidence challenging the rationale for outright bans indicates mixed outcomes on worker mobility and wages, with regulatory claims often relying on selective or inconclusive . A review of studies cited by the U.S. (FTC) in its 2023 proposed rule found that purported wage suppression effects from non-competes explain only a small fraction of pay variation (22-39%) and stem from unrepresentative samples, such as tech workers in specific states or high-level executives, rendering nationwide extrapolations unreliable. Similarly, broader assessments of non-compete impacts on earnings, job creation, , and firm value reveal inconsistent results across industries, failing to justify economy-wide prohibitions and underscoring the need for targeted, evidence-based reforms rather than blanket overregulation. Critics argue that bans exacerbate uncertainties in protecting , as evidenced by increased reliance on alternatives like non-disclosure agreements, which lack comparable empirical validation for efficacy. Proponents of restraint in regulation emphasize that judicial enforcement of non-competes, which balances duration, geography, and scope against legitimate business interests, better preserves market dynamics than administrative fiat. In jurisdictions with strict bans, such as California since 1872 under Business and Professions Code Section 16600, innovation persists in sectors like technology, but this is attributable to robust venture capital ecosystems and clustering effects rather than the absence of non-competes; moreover, such states see heightened litigation over trade secret misappropriation, suggesting unresolved protection gaps. Overregulation via bans risks stifling firm-specific investments, particularly in knowledge-intensive industries, where non-competes have been linked to sustained R&D commitments by mitigating talent leakage. The FTC's 2024 rule attempting a nationwide ban—struck down by federal courts in August 2024 for exceeding statutory authority and lacking robust evidence—exemplifies how unsubstantiated interventions can disrupt established common-law principles favoring reasoned covenants over absolute mobility mandates.

Empirical Evidence on Impacts to Competition and Innovation

Empirical studies indicate that stricter enforcement of non-compete agreements correlates with reduced patenting rates and diminished output. A 2023 analysis of U.S. state-level variations in non-compete enforceability found that an average increase in strictness leads to a substantial decline in patent applications, equivalent to a loss of quantity, particularly in knowledge-intensive sectors where inventor mobility facilitates knowledge spillovers. This effect stems from restricted worker transitions between firms, which limit the diffusion of ideas and collaborative advancements, as evidenced by lower rates and fewer citations to prior patents in regions with rigid covenants. Conversely, jurisdictions with weaker non-compete enforcement exhibit higher regional metrics. Research comparing states like , which largely voids such clauses, to those with strong protections shows elevated startup formation and value in lax-enforcement areas, attributing this to enhanced labor market fluidity that promotes competitive hiring and idea recombination. A study of data post-enforceability changes confirmed that easing restrictions boosts efficiency, with firms reallocating resources toward productive R&D rather than defensive legal measures, though some analyses caution that these benefits may overstate causality due to factors like industry clustering. Horizontal agreements, such as s, demonstrably suppress incentives by stabilizing prices and reducing the Schumpeterian pressure to differentiate through products. An examination of 461 cartel cases revealed that participant firms experience a post-cartel decline in filings and R&D intensity, with rebounding only after enforcement actions dismantle , suggesting that coordinated output restrictions divert resources from inventive activities to . Empirical models of further quantify that price-fixing arrangements elevate markups by over 20% on average, eroding the competitive dynamism needed for sustained technological progress, as firms prioritize quota adherence over risky investments. In the context of business sale covenants, evidence is sparser but points to ancillary restraints preserving transaction value without broad anticompetitive harm. Post-acquisition data from mergers show that enforceable clauses in goodwill transfers correlate with maintained trajectories, as they prevent immediate talent raids that could undermine the purchased entity's ongoing R&D, though overuse risks entrenching incumbents and stifling entry-level . Overall, while restraints may safeguard specific investments, aggregate empirical patterns underscore their tendency to curtail 's role in fostering , with net welfare losses in high-mobility sectors outweighing localized protections.

Contemporary Applications and Cases

Recent U.S. Non-Compete Challenges

In April 2024, the (FTC) promulgated a final rule declaring most post-employment non-compete clauses an unfair method of competition under Section 5 of the FTC Act, aiming to invalidate existing agreements and prohibit new ones except for senior executives earning over $151,164 annually in policy-making roles. The rule, projected to affect approximately 30 million workers, was scheduled for enforcement on September 4, 2024, following publication in the on May 7, 2024. The rule faced immediate legal challenges from business groups and employers, including v. FTC in the U.S. District Court for the Northern District of and ATS Tree Services v. FTC in the Eastern District of . On , 2024, Judge Ada Brown in the Ryan case ruled the FTC lacked statutory authority to issue the substantive rule, as Section 5(a) permits only procedural against unfair competition, and vacated the rule nationwide rather than limiting the to the plaintiffs. A similar outcome occurred in a district court for another challenge, reinforcing the nationwide block. The FTC initially appealed these decisions but, following a change in commission leadership under the incoming administration, voted 3-1 on September 5, 2025, to abandon the appeals, vacate the rule entirely, and cease defending it. This shift pivoted enforcement toward case-by-case scrutiny under antitrust laws, such as Section 1 of the Sherman Act, targeting non-competes deemed to facilitate or suppress without legitimate justifications like protecting trade secrets. Concurrently, on September 4, 2025, the FTC initiated its first targeted action by filing a against Gateway Services, Inc., alleging abusive non-competes in the healthcare sector that hindered worker mobility and . These developments reflect broader judicial skepticism toward agency overreach, as evidenced by the courts' reliance on the and statutory limits on FTC rulemaking authority, while state-level restrictions—such as bans in and expansions in states like and —continue to create a of enforceability. The FTC's September 2025 request for information on non-compete impacts signals ongoing monitoring, particularly in sectors like healthcare where suggests heightened anticompetitive effects, though empirical studies remain contested regarding overall wage suppression or stifling. In OECD countries, enforcement against post-employment non-compete clauses has intensified since 2023, driven by empirical evidence linking them to reduced job mobility, firm entry, innovation, and wages, with studies showing these effects outweigh any benefits to employers. Competition authorities have increasingly applied antitrust principles to labor restraints, targeting no-poach agreements and overly broad covenants as anticompetitive, particularly in sectors like and . Australia's government announced in March 2025 a ban on non-compete clauses in new employment contracts for workers earning below the median wage (approximately AUD 100,000 annually), effective from July 2026, with existing clauses voided for low-paid employees to enhance labor mobility and productivity. This statutory shift supplements common law doctrines, under which courts previously enforced only "reasonably necessary" restraints to protect legitimate business interests, but enforcement data from 2023-2024 shows rising challenges to such clauses amid economic reviews. Treasury consultations in 2025 proposed civil penalties for violations, aligning with broader competition policy aims. In the , national competition authorities have escalated scrutiny of restraints under Articles 101 and 102 TFEU, with cases from 2023 onward focusing on their role in suppressing wage and market entry; for instance, the and Dutch authorities fined firms for no-poach pacts in 2024, extending to non-compete impacts on labor pools. The has signaled continued vigilance in 2025 guidelines, emphasizing that employer agreements fixing labor conditions violate rules absent efficiency justifications, amid debates over worker protections versus business needs. The , post-Brexit, maintains assessment of restraints as void unless protecting proprietary interests reasonably, but a 2023 government consultation led to proposals in 2024 to limit enforceability to three months via statutory cap, reflecting enforcement trends where courts invalidated broad clauses in high-profile 2023-2024 cases involving executive mobility. The has prioritized labor market investigations, issuing guidance in 2023 against "no-poach" arrangements under the Chapter I prohibition, with fines imposed in sectors like . In jurisdictions, enforcement varies but trends toward curtailment; Singapore courts in 2024 upheld restraints only if narrowly tailored, while India's in July 2025 reaffirmed Section 27 of the Contract Act voids most post- non-competes except for goodwill sales, rejecting broad IP protections in contexts. Australia's reforms and similar proposals in signal a regional pivot against automatic enforceability.

Emerging Issues in Gig Economy and Tech Sectors

In the gig economy, platform companies such as and have incorporated contractual terms that restrict workers from engaging with competitors, including prohibitions on multi-apping—simultaneously using multiple platforms—which can limit worker mobility and suppress earnings potential. These restraints, often embedded in independent contractor agreements, have drawn antitrust scrutiny for potentially violating federal laws by reducing competition among labor providers and enabling platforms to maintain supra-competitive pricing or lower payouts. The U.S. (FTC) highlighted this concern in its 2022 policy statement on gig work, committing to investigate the competitive effects of such non-compete clauses on workers and markets. Empirical analysis indicates these restrictions may contribute to wage stagnation, as evidenced by studies showing gig workers facing barriers to switching platforms experience reduced . Following the FTC's abandoned nationwide non-compete ban in September 2025—struck down by federal courts and not appealed—the agency shifted to targeted enforcement against anticompetitive restraints in sectors like gig platforms, emphasizing case-by-case challenges under Section 5 of the FTC Act for unfair methods of competition. This pivot has amplified concerns over exclusive dealing clauses in gig contracts, where platforms penalize workers for accepting rides or deliveries from rivals, potentially foreclosing and harming in labor-matching algorithms. State-level actions, such as New York's ongoing probes into app-based worker terms, underscore how these restraints exacerbate without clear evidence of pro-competitive justifications like protecting platform-specific investments. In tech sectors, no-poach agreements among firms continue to emerge as a focal point, with recent U.S. Department of Justice (DOJ) prosecutions revealing persistent to restrict employee hiring, as seen in ongoing cases against staffing agencies and tech suppliers since 2023. Historical settlements, including the 2015 resolution where , Apple, , , and others paid $415 million to workers affected by no-poach pacts from 2005–2009, demonstrated wage suppression of up to 10–15% due to reduced labor market competition. Internationally, the fined and €329 million in June 2025 for a no-poaching in , signaling heightened global enforcement that influences U.S. tech multinationals' practices. These issues intersect in tech-enabled gig platforms, where algorithmic management enforces de facto restraints, such as tied to exclusivity, raising questions about data-driven under antitrust doctrines. While proponents argue such terms safeguard proprietary algorithms or customer relationships, from labor economist studies links them to diminished , as restricted worker flows hinder knowledge spillovers across firms. As of October 2025, the FTC's on noncompetes signals continued scrutiny, prioritizing sectors where restraints demonstrably harm over broad protections for business interests.

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  101. https://pubsonline.informs.org/doi/10.1287/mnsc.2020.01838
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  116. https://www.gtlaw.com.au/insights/competition-law-in-employment-relationships-treasury-consults-on-proposals-to-ban-non-competes%2C-restrictions-on-non-solicitation-and-wage-fixing-agreements
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  122. https://www.pinsentmasons.com/out-law/analysis/asia-pacific-employers-non-compete-clauses-curbed
  123. https://www.ftc.gov/system/files/ftc_gov/pdf/Matter%2520No.%2520P227600%2520Gig%2520Policy%2520Statement.pdf
  124. https://northtexaslegalnews.com/2022/09/19/non-compete-agreements-for-gig-workers/
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  126. https://www.velaw.com/insights/no-more-non-competes-part-five-ftc-abandons-rule-prohibiting-non-compete-agreements-but-advances-targeted-enforcement/
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  128. https://www.saverilawfirm.com/our-cases/high-tech-employees-antitrust-litigation/
  129. https://research.upjohn.org/cgi/viewcontent.cgi?article=1343&context=empl_research
  130. https://www.ftc.gov/news-events/events/2025/10/moving-forward-protecting-workers-anticompetitive-noncompete-agreements
  131. https://www.yalelawjournal.org/pdf/LevineYLJForumEssay_z2cftu78.pdf
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