Full Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE BHP PARTNERS CO., LP and BRADFORD HEALTH SERVICES, LLC, Plaintiffs, v. C.A. No. 2025-1289-MTZ CHANDLER KEEL, Defendant. ORDER GRANTING PLAINTIFFS’ MOTION FOR A PRELIMINARY INJUNCTION WHERAS, having considered the Motion for Preliminary Injunction (the “Motion”) filed by Plaintiffs BHP Partners Co., LP (the “Partnership”) and its wholly owned subsidiary Bradford Health Services, LLC (“Bradford” and with the Partnership, “Plaintiffs), and related briefing, it appears that:1 1 Citations in the form “POB” refer to Plaintiffs’ Opening Brief in support of Motion for a Preliminary Injunction, available at C.A. No. 2025-1289-MTZ, docket item (“D.I.”) 65. Citations in the form “DAB” refer to Defendant Chandler Keel’s Answering Brief in Opposition of Plaintiffs’ Motion for Preliminary Injunction, available at D.I. 73. Citations in the form “PRB” refer to Plaintiffs’ Reply Brief in Further Support of Their Motion for a of Preliminary Injunction, available at D.I. 78. Citations in the form “Mot.” refer to Plaintiffs’ Motion for a Preliminary Injunction, available at D.I. 3. Citations in the form “A____” refer to the Parties’ Appendix of Documents relied on in briefing the Motion, available at D.I. 66, D.I. 67, D.I. 68, D.I. 69, D.I. 74, D.I. 75, and D.I. 78. Citations in the form “Marsh Aff.” refer to the Affidavit of Rob Marsh, available at D.I. 65. Citations in the form “Keel Aff.” refer to the Affidavit of Chandler Keel in Support of His Opposition to Plaintiffs’ Motion for Preliminary Injunction, available at D.I. 73. Citations in the form “Marsh Supp. Aff.” refer to the Supplemental Affidavit of Rob Marsh, available at D.I. 77. Citations in the form “ISA” refer to the Incentive Securities Agreement, available at D.I. 75, App’x Part 4 at A0195–210. A. Bradford owns and operates facilities that provide addiction treatment and recovery services.2 Bradford’s facilities offer services across a broad continuum of care, including inpatient treatment, detox, partial hospitalization, outpatient treatment, and continuing care services.3 Bradford currently operates facilities in Alabama, Florida, Indiana,4 Mississippi, North Carolina, Tennessee, and Texas.5 When this action began Bradford had considered expanding its operation to several additional states, including Virginia, Indiana, and Ohio.6 Bradford’s facilities accept a broad range of payment options, including private pay, commercial insurance, and Medicaid.7 The Partnership sits atop a number of “Consolidated Entities,” each of which “are engaged in the business of owning and operating treatment facilities or owning land or real estate used for treatment facilities.”8 2 Marsh Aff. ¶¶ 2–5. 3 Id. ¶ 11; see The Bradford Difference, https://bradfordhealth.com/about/ (last visited June 9, 2026). 4 After commencing this action, Plaintiffs acquired a facility in Indiana and now operate the Parkdale facility in Chesterton, Indiana. A1909–12, Marsh Dep. 157–69. 5 D.I. 12 [hereinafter “Ans.”] ¶14 (admitting Bradford operates facilities in “Alabama, Florida, Mississippi, North Carolina, Tennessee, and Texas.”); A1909, Marsh Dep. 157 (confirming Bradford acquired the Parkdale facility in Indiana); Marsh Aff. ¶ 4; Explore our Location and Services, https://bradfordhealth.com/locations/(last visited June 9, 2026). 6 D.I. 1 [hereinafter “Compl.”] ¶ 14; Marsh Aff. ¶ 5; A1909–12, Marsh Dep. 157–69. 7 Marsh Aff. ¶ 6. 8 Marsh Supp. Aff. ¶¶ 3, 4, Ex. A. 2 B. On March 30, 2023, defendant Chandler Keel accepted Bradford’s employment offer to serve as its Vice President of Business Development.9 His responsibilities included “executing a strategy of growth” and “assuming overall leadership of day-to-day financial and control operation of [Bradford].”10 C. Keel’s offer letter (“Offer Letter”) included key terms of Keel’s employment, including an annual base salary of $200,000, a performance bonus capped at 20% of that salary, equity awards, benefits, management responsibilities, and terms governing his termination.11 The Offer Letter barred Keel from competing with Bradford during his employment and for six months thereafter.12 The Offer Letter’s noncompete applied to “any business conducted or specifically planned to be conducted by the Company.”13 Keel negotiated the Offer Letter terms directly with Bradford’s then-Chief Executive Officer (“CEO”) and agreed to the noncompete in exchange for the right to a severance payment, if terminated without cause, and for the ability to renegotiate his bonus structure after six months of 9 Ans. ¶ 23; A0597–600; see A0117–20. 10 A0118. 11 Ans. ¶ 24; A0117–20. 12 Ans. ¶ 25; A0117–20. 13 Ans. ¶ 26; A0117–20. 3 employment.14 The Offer Letter requested Keel to execute and revert if the terms were acceptable, which he did.15 D. The Partnership granted Keel equity units in August 2023.16 In connection with that transaction, Keel signed an Incentive Securities Agreement (“ISA”) and joinder agreement (“Joinder Agreement”) by which Keel became a party to and agreed to be bound by the Partnership’s operative partnership agreement (the “LPA”).17 The ISA includes an integration clause incorporating the terms of 14 A0597–602. On March 29, Keel emailed Bradford’s CEO noting the Offer Letter included a noncompete provision, but did not mention severance as previously discussed. A0597. In response, the CEO noted “I did not discuss non-compete at all” and instructed Keel to discuss that provision with the Vice President (“VP”) of Human Resources (“HR”). Id. That afternoon, the VP of HR spoke with Keel about the Offer Letter’s noncompetition provision. A0598. Keel then emailed the VP of HR asking him to “disregard our prior conversation” and explained he would accept the offer if the Offer Letter was revised to include a 3-month severance payment in the event he was terminated without cause and the right to renegotiate the bonus structure after 6 months of employment. A0601. Bradford agreed to Keel’s requested revisions, which are reflected in the Offer Letter. A0600–01; A0117 (“[Keel] will have the option to renegotiate the bonus incentive plan after 6 months of employment in conjunction with Board direction and approval.”); A0118 (providing “a severance benefit equal to three months’ Base Salary”). When asking for the revision, Keel noted the noncompete provision need not be changed. A0601. 15 A0119–120; Ans. ¶¶ 23–26. 16 See generally, ISA; Ans. ¶¶ 27–31. 17 ISA; id. § 8(e); id. at Joinder; Ans. ¶¶ 27–33. 4 the LPA.18 The ISA also includes Delaware choice of law and forum selection provisions.19 E. In that transaction, Keel agreed to be bound by the restrictive covenants in the LPA.20 The Partnership had narrowed those covenants in 2023.21 The noncompete and confidentiality covenants are relevant here.22 The LPA is governed by Delaware law and includes a forum selection clause designating this Court or the District Court for the District of Delaware.23 F. The noncompete provides, in relevant part: Noncompetition. During the Restricted Period, each Restricted Partner shall not, directly or indirectly, in any manner, anywhere in the Applicable Area (whether on his or her own account, or as an employee, director, consultant, contractor, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in any other capacity) engage in the Business, or own any interest in, manage, control, provide financing to, participate in (whether as an owner, operator, manager, 18 ISA § 8(c) (“This Agreement, those document expressly referred to herein (including the LP Agreement and Recipient’s employment agreement, if any, with the Partnership or any of the other Consolidated Entities) and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral which may have related to the subject matter hereof in any way.”). 19 Id. § 8(h). 20 Ans. ¶¶ 27–36; A0603–07; ISA § 8(e). 21 A0603 (explaining the LPA was amended to narrow the geographic scope of the noncompete from a nationwide prohibition to territorial restriction applicable where Bradford operates and “[a]ny prospective state in which Bradford has evaluated or considered strategically expanding into within the past 6 month and where the employee received confidential information relating to these expansion plans”); Marsh Aff. ¶ 12. 22 A0049–50; Compl. ¶¶ 66–73. 23 A0053–54 (§ 14.7); Ans. ¶¶ 8, 10, 57–58. 5 consultant, officer, director, employee, investor, agent, representative or otherwise), or be employed by, consult with or provide services to any Competitive Business or assist any Person in doing any of the foregoing . . . .24 For a “National Restricted Partner” like Keel,25 the “Restricted Period” includes the duration of employment and two years thereafter.26 “Business” means “owning and operating residential and outpatient substance use disorder facilities . . . , (b) owning of real estate” to use as treatment facilities, “and (c) any other business or activity in which any Consolidated Entity has engaged in, or actively considered providing or engaging at any time during the three years prior” to Keel’s departure.27 Competitive Business means “any Person engaged in any aspect of the Business (other than the Consolidated Entities) or any business that, directly or indirectly, competes with the Business.”28 And the Applicable Area is: (i) any state in which the Partnership or any of its Subsidiaries operates a facility as of such date (which, as of the date hereof, includes the States of Alabama, Arkansas, Mississippi, North Carolina, and Tennessee), (ii) any state which the Partnership or any of its 24 A0050 (§13.2). 25 Ans. ¶ 27; ISA at Recital. 26 A0114 (amending the definition of “Restricted Period” in the LPA to mean “with respect to a National Restricted Partner, the period during which such National Restricted Partner is employed or engaged by the Partnership or its Subsidiaries and the two (2) year period thereafter”). 27 A0007. 28 A0008. 6 Subsidiaries has evaluated or formally considered expanding into within the six (6) months prior to such date to the extent such National Restricted Partner received Confidential Information with respect to such evaluation or consideration , and (iii) within the two hundred (200) mile radius of any facility operated by the Partnership or its Subsidiaries during the six (6) month period prior to the termination of such National Restricted Partner’s employment or engagement with the Partnership and its Subsidiaries; and (B) with respect to an Facility Restricted Partner, within the two hundred (200) mile radius of the specific facility or facilities at which such Facility Restricted Partner provided services to or on behalf of the Partnership or its Subsidiaries during the six (6) month period prior to the termination of such Facility Restricted Partner’s employment or engagement with the Partnership and its Subsidiaries.29 G. In the confidentiality provision, Keel agreed “not to disclose to any third party either for his or its own account or for the benefit of others, any Confidential Information without the Board’s prior written consent” subject to four exceptions, none of which are relevant here.30 The LPA defines “Confidential Information” to include “all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (a) related to the Consolidated Entities or their current or potential business, and (b) is not generally or publicly known.”31 Confidential Information includes “information, observations and data obtained . . . concerning the business and affairs of the Consolidated Entities and their Affiliates, including information concerning acquisition opportunities 29 A0113–14. 30 A0049–50 (§ 13.1). 31 Id. 7 considered or pursued by the Consolidated Entities, the . . . methodologies and methods of doing business utilized by the Consolidated Entities, . . . or integration processes of the Consolidated Entities . . . .”32 H. On January 1, 2024, Keel was promoted to Chief Marketing Officer (“CMO”) and his base salary was increased to $230,000.33 I. In 2025, Keel began casting about for employment with other addiction treatment providers.34 In January 2025, Keel submitted his resume to the CEO of Recovery Centers of America (“RCA”) and expressed interest in “continuing the opportunity to identify [] what capacity I can be a resource to the Company.”35 RCA operates addiction treatment facilities in Delaware, Florida, Illinois, Indiana, Maryland, Massachusetts, New Jersey, Pennsylvania, and South Carolina.36 Like Bradford, RCA offers a broad range of services, including inpatient treatment, detox, 32 Id. 33 Marsh Aff. ¶ 12; Ans. ¶17. 34 A0742–43. 35 A0880–84. Keel’s resume described his role with Bradford as “[p]lay[ing] a pivotal role in M&A activities, conducting market analyses and due diligence for acquisitions that expanded service capacity.” A0882 (“Designed and executed a territory realignment plan, leading to 22% increase in field-based referrals.”). 36 RCA Locations, https://recoverycentersofamerica.com/locations/ (last visited June 9, 2026). Plaintiffs subpoenaed nonparty RCA (D.I. 44); RCA referred Plaintiffs to their website for an accurate list of their states of operation. A1173–74. 8 partial hospitalization, outpatient treatment, aftercare, and medication-assisted treatment.37 RCA’s facilities accept both commercial insurance and Medicaid.38 J. Later that spring, Keel told Bradford he was considering accepting a position with Alsos Behavioral Health (“Alsos”).39 Alsos offers programs that include inpatient treatment, detox, outpatient treatment, and medication-assisted treatment.40 Alsos accepts commercial insurance and Medicaid.41 Alsos owns and operates addiction treatment facilities in Arkansas, Colorado, Indiana, Kentucky, and Ohio.42 Bradford responded by offering to increase his annual compensation to $470,000 and additional equity.43 Keel accepted that offer, and told the CEO he was “happy to be firmly planted here moving forward.”44 37 A2132, Puckett Dep. 17; Addiction Treatment Programs, https://recoverycentersofamerica.com/treatment (last visited June 9, 2026). A2133, Puckett Dep. 18 (explaining RCA is “mostly commercial payor focus” but accept 38 Medicaid at their facilities in Massachusetts, Pennsylvania, and Indiana). 39 A0608–10. Keel’s initial contact was with Landmark Recovery; Landmark subsequently underwent a bankruptcy restructuring, and Alsos assumed operational control of Landmark’s facilities on July 1, 2025. A0352–62. Alsos’s CEO testified Keel exclusively provided services to Alsos. A2048, Boyle Dep. 162; but see Ans. ¶ 52 (“Mr. Keel’s work for Landmark . . . .”); see A1446–47, Keel Dep. 179–83. 40 A2013–14, Boyle Dep. 25–27; see About Us, (https://alsosbehavioralhealth.com/about/ (last visited June 9, 2026). 41 A2013–14, Boyle Dep. 25–29. 42 A2014; Boyle Dep. 29. Plaintiffs subpoenaed nonparty Alsos (D.I. 44); Alsos referred Plaintiffs to their website for an accurate list of their states of operation. A1160–61. Location, https://alsosbehavioralhealth.com/locations/ (last visited June 9, 2026). 43 A0608–11. 44 A0613. 9 K. But two days later, Keel told Alsos he had not yet made a “finalized decision” on whether to stay at Bradford, but that even if he did, he would still have “ample time” for Alsos and was “still comfortable moving forward” with discussions regarding a chief revenue officer role.45 Alsos’s CEO responded: “I’m definitely not comfortable with you remaining CMO at Bradford and trying to be our CRO. That’s almost the exact scenario I was trying to avoid.”46 Keel reengaged in early June, and Alsos’s CEO expressed his interest that Keel “be full time at [Alsos]” and shared a proposed compensation package that might secure Keel as much as $1,000,000 per year.47 Keel countered by emphasizing his desire to be self- employed and proposed he work for Alsos as a contractor.48 On June 10, Keel and Alsos’s CEO executed a Consulting Services Agreement (“CSA”) by which Keel would provide consulting for 180 days, beginning on July 14, in a role “equivalent to a full-time Chief Marketing Officer.”49 Keel would be paid over $7,000 per week.50 The CSA also granted Keel the right to transition from a consultant to an 45 A2228; see A0633–42. 46 A2228. 47 A0643–45. 48 A0644. 49 A0647–60. A0649. The CSA further provided that if Keel elected to be classified as a W-2 employee 50 Alsos agreed to convert the consultant fee to an annualized base salary of $400,000. Id. 10 employee at his election.51 Keel also agreed to a Non-Disclosure and Non-Use Agreement with Alsos.52 L. In the meantime, on May 14, Keel exchanged messages with an executive at Advaita Health Ventures LLC (“Advaita”) regarding a possible “partner role.”53 Advaita operates three addiction treatment facilities in North Carolina.54 Advaita offers a range of services at its facilities, including partial hospitalization, inpatient treatment, medication-assisted treatment, outpatient treatment, and talk therapy.55 M. On June 19, Keel gave Bradford his notice of resignation.56 The notice claimed he was resigning for “good reason” and requested Bradford waive the noncompete and provide Keel six months’ severance pay.57 Keel also provided he 51 A0647. 52 A0657–59. Keel drafted restrictive covenants for the consulting contracts he entered with Alsos, Advaita, and RCA. A0650; A0658; A0722; A0726; A0902; A1448, 1462, 1471, Keel Dep. 188, 242–43, 279. 53 A2185. 54 A1629, Johnson Dep. 170–71; Our Ventures, https://advaita.health/ (last visited June 9, 2026). 55 A1591, Johnson Dep. 19 (explaining Advaita provides “outpatient behavioral help including psychiatry, therapy, partial hospitalization, and intensive outpatient programming, as well as transcranial magnetic stimulation and ambulatory detoxification.”); see Services, https://aimwellbeing.com/services/ (last visited June 9, 2026). 56 A0618–19. 57 Id. 11 would continue to work for Bradford for 30 days to facilitate the transition of his responsibilities.58 N. One week later, Alsos’s CEO emailed the Alsos team about an upcoming site visit schedule and announced “[Keel] will be our Chief Revenue Officer, overseeing Business Development, Admissions, and Marketing.”59 Keel responded by attaching a “site visit report that we developed,” noting his expectation that Alsos would implement a similar system of oversight.60 That site visit report was prepared by Bradford for its Trinity River Recovery facility.61 O. Keel’s last day at Bradford was July 11.62 That day, Bradford’s CEO denied Keel’s request to waive the noncompete.63 Instead, the CEO reminded Keel about it, noting, “[Y]ou are restricted for a period of two years from competing directly or indirectly, against the Company.”64 P. On August 19, Keel and Advaita entered a Services Agreement under which Keel agreed to provide certain “onsite engagement” for a fixed fee of 58 A0618. 59 A0661–62. 60 A0661–65. 61 Id. 62 A0620; Ans. ¶ 16. 63 A0620. Bradford also denied Keel’s request for six months of severance, explaining his departure did not constitute “Good Reason.” Id. 64 Id. 12 $6,000.65 Keel also agreed to a Mutual Non-Disclosure and Non-Use Agreement with Advaita.66 The next week, Keel gave Advaita a CEO/Executive Director Scorecard, Business Development Manual, and Admissions Manual, each of which Bradford developed and used during Keel’s tenure.67 Keel’s cover email noted the attached content was “shared for your eyes only[.]”68 Q. In the meantime, on August 22, Bradford repurchased Keel’s vested Partnership units for $110,000.69 R. On September 11, Keel and RCA entered a Services Agreement by which he agreed to deliver a feasibility and market strategy analysis of five states to “cover key themes including but not limited to geography and market access.”70 RCA agreed to pay Keel a $35,000 consultant fee.71 S. On October 27, Bradford sent Keel a cease-and-desist letter demanding he comply with the LPA’s restrictive covenants.72 The letter asked Keel to provide 65 A0721–31; A0740–41. 66 A0725–27. 67 A1176–273. 68 A1176. 69 A0622; Ans. ¶ 37. 70 A0900–10. 71 A901 (providing half the consultant fee is due upon execution of the Services Agreement). 72 A1138–50 (attaching the First Amendment to the LPA Agreement to the cease-and-deist letter). 13 information about his work for Alsos, submit an attestation he was in compliance with the restrictive covenants, and to immediately cease any activities violative of the restrictive covenants.73 T. On November 7, Plaintiffs filed their Verified Complaint for Injunctive Relief and Damages (the “Complaint”), alleging: (i) breach of the LPA’s restrictive covenants; and (ii) breach of the Offer Letter’s restriction on competition and use of Bradford’s confidential information.74 Plaintiffs simultaneously moved for a preliminary injunction and for expedition.75 The parties stipulated to expedite the proceedings.76 On May 11, the Court heard argument on the Motion and took it under advisement.77 U. The Motion seeks three forms of preliminary injunctive relief. It asks the Court enjoin Keel from working “directly or indirectly, in any manner” for Alsos, RCA, and Advaita.”78 It also seeks to enjoin Keel from working in states where Bradford operates a facility and states that were evaluated for expansion during Keel’s last six months of employment, which Plaintiffs list as Florida, Texas, North 73 A1140–41. 74 Compl. ¶¶ 54–88. 75 D.I. 2; D.I. 3. 76 D.I. 11. 77 D.I. 80. 78 D.I. 77 at Proposed Order. 14 Carolina, Alabama, Tennessee, Virginia, Indiana, Ohio, and Mississippi.79 Plaintiffs also seek to enjoin Keel from using or disclosing Confidential Information, as defined in the LPA.80 V. To obtain a preliminary injunction, the movant must demonstrate (i) a reasonable probability of success on the merits; (ii) a threat of irreparable injury if an injunction is not granted; and (iii) that the balance of the equities favors the issuance of an injunction.81 “A party showing a ‘reasonable probability’ of success must demonstrate ‘that it will prove that it is more likely than not entitled to relief.’”82 The reasonable likelihood standard “falls well short of that which would be required to secure final relief following trial, since it explicitly requires only that the record establish a reasonable probability that this greater showing will ultimately be made.”83 79 Id. 80 Id. Because the relief Plaintiffs seek can be granted under the LPA, I limit my analysis to the enforceability and application of the LPA’s restrictive covenants. I do not reach any restrictive covenants in the Offer Letter. 81 Pell v. Kill, 135 A.3d 764, 783 (Del. Ch. 2016) (citing Revlon, Inc. v. MacAndrews & Forbes Hldgs., Inc., 506 A.2d 173, 179 (Del. 1986)); see also Ivanhoe P’rs v. Newmont Mining Corp., 535 A.2d 1334, 1341 (Del. 1987). 82 C & J Energy Servs., Inc. v. City of Miami Gen. Empls. & Sanitation Empls. Ret. Tr., 107 A.3d 1049, 1067 (Del. 2014) (quoting Mitchell Lane Publ’rs, Inc. v. Rasemas, 2014 WL 4925150, at *3 (Del. Ch. Sept. 30, 2014)). Pell, 135 A.3d at 783 (quoting Cantor Fitzgerald, L.P. v. Cantor, 724 A.2d 571, 579 (Del. 83 Ch. 1998)). 15 W. “This Court has broad discretion to grant or deny a preliminary injunction.”84 But a preliminary injunction “is not granted lightly,” and “the moving party bears a considerable burden in establishing each of these necessary elements.”85 “Nevertheless, while some showing is required as to each element, there is no steadfast formula for the relative weight each of these three factors deserves.”86 X. “Delaware adheres to the ‘objective’ theory of contracts, [meaning that] a contract’s construction should be that which would be understood by an objective, reasonable third party.”87 The Court will “give effect to the plain-meaning of the contract’s terms and provisions,”88 “will read a contract as a whole[,] and . . . will give each provision and term effect, so as not to render any part of the contract mere 84 Fletcher Int’l, Ltd. v. ION Geophysical Corp., 2010 WL 1223782, at *3 (Del. Ch. Mar. 24, 2010) (citing Data Gen. Corp. v. Digit. Comput. Controls, Inc., 297 A.2d 437, 439 (Del. 1972)). 85 Fletcher, 2010 WL 1223782, at *3 (alteration omitted) (quoting La. Mun. Police Empls. Ret. Sys. v. Crawford, 918 A.2d 1172, 1185 (Del. Ch. 2007)). 86 Kodiak Bldg. P’rs, LLC v. Adams, 2022 WL 5240507, at *3 (Del. Ch. Oct. 6, 2022); Alpha Builders, Inc. v. Sullivan, 2004 WL 2694917 (Del. Ch. Nov. 5, 2004) (“While some showing is required as to each element, there is no steadfast formula for the relative weight each deserves. Accordingly, a strong demonstration as to one element may serve to overcome a marginal demonstration of another.”). 87 Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153, 1159 (Del. 2010) (quoting NBC Universal v. Paxson Commc’ns, 2005 WL 1038997, at *5 (Del. Ch. Apr. 29, 2005)). 88 Id. at 1159–60. 16 surplusage.”89 “Unless there is ambiguity, Delaware courts interpret contract terms according to their plain, ordinary meaning,” without resorting to extrinsic evidence.90 Y. Restrictive covenants are enforceable when they (i) are valid under general principles of law, (ii) are reasonable in their scope and effect, (iii) bear a reasonable relationship to the advancement of legitimate interests, and (iv) survive a balancing of the equities.91 “A non-competition agreement will only be enforced to protect the legitimate economic interests of the employer. Interests which the law has recognized as legitimate include protection of employer goodwill and protection of employer confidential information from misuse.”92 “Delaware courts evaluate restrictive covenants ‘holistically and in context.’”93 Under Delaware law, “the reasonableness of a covenant’s scope is not determined by reference to physical distances, but by reference to the area in which a covenantee has an interest the 89 Id. at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port Corp., 990 A.2d 393, 396– 97 (Del. 2010)). 90 Alta Berkeley VI C.V. v. Omneon, Inc., 41 A.3d 381, 385 (Del. 2012). 91 Kan-Di-Ki, LLC v. Suer, 2015 WL 4503210, at *19 (Del. Ch. July 22, 2015); TriState Courier & Carriage, Inc. v. Berryman, 2004 WL 835886, at *10 (Del. Ch. Apr. 15, 2004). 92 Rsch. & Trading Corp. v. Pfuhl, 1992 WL 345465, at *12 (Del. Ch. Nov. 18, 1992). 93 Cleveland Integrity Servs., LLC v. Byers, 2025 WL 658369, at *8 (Del. Ch. Feb. 28, 2025) (quoting Sunder Energy, LLC v. Jackson, 305 A.3d 723, 753 (Del. Ch. 2023), aff ’d in part, rev’d in part, 332 A.3d 472 (Del. 2024)). 17 covenants are designed to protect.”94 Delaware courts find the geographic scope of a noncompete to be “reasonable” where the restricted area “covers the market where the covenantee has economic interests.”95 When, as here, “a restrictive covenant advances an employer’s interest in expanding into new markets, a court may also assess the covenant’s scope based on its reasonableness at the time of enforcement.”96 IT IS HEREBY ORDERED this 16th day of June, 2026, that: 1. Plaintiffs’ Motion is GRANTED. Plaintiffs have made the required showing on their claims Keel violated the LPA’s restrictive covenants by disclosing Confidential Information and providing services for three Competitive Businesses.97 2. The LPA features a Delaware choice of law provision.98 “Delaware follows the Restatement (Second) of Conflicts of Laws, which provides a contractual choice of law will generally control.”99 The Restatement recognizes exceptions to 94 Weichert Co. of Pennsylvania v. Young, 2007 WL 4372823, at *3 (Del. Ch. Dec. 7, 2007). 95 Intertek Testing Servs. NA, Inc. v. Eastman, 2023 WL 2544236, at *5 (Del. Ch. Mar. 16, 2023). 96 Cleveland Integrity Servs., 2025 WL 658369, at *8; see Kan-Di-Ki, 2015 WL 4503210, at *20 (reasoning the noncompete’s scope was reasonable in large part because, at the time of enforcement, the employer’s business had expanded into much of the restricted area where it previously did not provide services). 97 Compl. ¶¶ 66–88. 98 A0053–54 (§ 14.7). 99 HighTower Hldg., LLC v. Gibson, 2023 WL 1856651, at *5 (Del. Ch. Feb. 9, 2023); Cabela’s LLC v. Wellman, 2018 WL 5309954, at *7 (Del. Ch. Oct. 17, 2018); Ascension Ins. Hldgs., LLC v. Underwood, 2015 WL 356002, at *2 (Del. Ch. Jan. 28, 2015); 18 that general principle, by which “the law of the default state—i.e., that which would apply absent a choice of law provision—will govern in certain circumstances.”100 Under one exception, the law of the default state will apply if “the default state has a public policy under which a contractual provision would be limited or void” and the default state “has a materially greater interest in the issues—enforcement (or not) of the contract at hand—than Delaware.”101 Keel acknowledges the LPA is governed by Delaware law and does not argue another state’s law should apply.102 Plaintiffs are both Delaware entities and Keel is a resident of Kentucky, which I presume to be the default state.103 Under Kentucky law, “restrictive covenants are held valid, and not against public policy, unless the particular circumstances of the case would cause serious inequities to result.”104 As far as I can tell, Kentucky has no policy against the enforcement of restrictive covenants and does not conflict with Delaware law. I will apply Delaware law. Restatement (Second) of Conflict of Laws § 187(1) (1971). (providing that “[t]he law of the state chosen by the parties to govern their contractual rights and duties will be applied if the particular issue is one which the parties could have resolved by an explicit provision in their agreement directed to that issue”). 100 HighTower Hldg., 2023 WL 1856651, at *5. 101 Ascension, 2015 WL 356002, at *2–*3. 102 DAB at 30. 103 Ans. ¶¶ 5–7. 104 Mountain Comprehensive Health Corp. v. Gibson, 2015 WL 1194508, at *2 (Ky. Ct. App. Mar. 13, 2015) (citing Daniel Boone Clinic, P.S.C., v. Dahhan, 734 S.W.2d 488, 489 (Ky. Ct. App. 1987)). 19 Reasonable Likelihood Of Success 3. There is no dispute that the LPA is a valid and binding contract.105 4. Plaintiffs have shown it is reasonably likely that the noncompete is reasonable in its scope and effect, and supported by Plaintiffs’ economic interests. When determining the enforceability of a noncompetition restriction the Court reviews duration and geographic scope together.106 The Court enforces restrictive covenants where the employer has a “strong economic interest.”107 “Delaware law does not impose a strict requirement that the area covered by the covenant map perfectly onto the geographical area of the plaintiff’s business.”108 The Court has found even geographically “expansive” restrictions to be reasonable where “the covenant appropriately covers the market where the covenantee has economic interests.”109 105 See DAB 28–69 (challenging enforceability of the LPA’s restrictive covenants, not the validity of the LPA). 106 Payscale Inc. v. Norman, ---A.3d----, 2026 WL 774876, at *3 (Del. Mar. 19, 2026). 107 Centurion Serv. Grp., LLC v. Wilensky, 2023 WL 5624156, at *5 (Del. Ch. Aug. 31, 2023). 108 Kan-Di-Ki, 2015 WL 4503210, at *20; see Cleveland Integrity Servs., 2025 WL 658369, at *10–11; Intertek Testing Servs., 2023 WL 2544236, at *4. 109 Derge v. D&H United Fueling Sols., Inc., 2025 WL 3511065, at *7 (Del. Ch. Dec. 8, 2025) (quoting Intertek Testing Servs., 2023 WL 2544236, at *5). 20 5. The noncompete prohibits Keel from competing in the Business and working for a Competitive Business, in the Applicable Area, for two years.110 Delaware has repeatedly found covenants of two years or more to be enforceable.111 For Plaintiffs’ actual operations, the noncompete’s geographic scope is limited to 200 miles around “any facility operated by the Partnership” during the six month period prior to the cessation of employment, or any state in which the Partnership or any of its Subsidiaries operates a facility.112 For potential future operations, the 110 A0050 (“During the Restricted Period, each Restricted Partner shall not, directly of indirectly, in any manner, anywhere in the Applicable Area . . . engage in the Business, or . . . provides service to any Competitive Business . . . .”) (emphasis added); A0114 (“‘Restricted Period’ means (a) with respect to a National Restricted Partner, the period during which such National Restricted Partner is employed or engaged by the Partnership or its Subsidiaries and the two (2) year period thereafter[.]”). 111 See Weichert, 2007 WL 4372823, at *3 (“Covenants of two-years’ duration are consistently held to be reasonable.”); Tristate, 2004 WL 835886, at *11 (enforcing a two- year restrictive covenant); Kan-Di-Ki, 2015 WL 4503210, at *19 (enforcing a five-year noncompete); Singh v. Batta Env’t Assocs., Inc., 2003 WL 21309115, at *7 (Del. Ch. May 21, 2003) (finding a two-year to be reasonable where the projects performed by the employee often requires one to two years to complete); see also O’Leary v. Telecom Res. Serv., LLC, 2011 WL 379300, at *5 (Del. Super. Jan. 12, 2011) (enforcing a four-year noncompete that covered the entire United States); Hough Assocs., Inc. v. Hill, 2007 WL 148751, at *14 (Del. Ch. Jan. 17, 2007) (enforcing a five-year noncompete). 112 A0113–14 (defining Applicable Area). Plaintiffs do not seek relief under the radius restriction at this stage, but I must still consider its effect for purposes of the noncompete’s enforceability. PRB at 14; FP UC Hldgs., 2020 WL 1492783, at *8 (“While, in some circumstances, a court may use its discretion to blue pencil an overly broad non-compete to make its restrictions more reasonable, this court has also exercised its discretion in equity not to allow an employer to ‘back away from an overly broad covenant by proposing to enforce it to a lesser extent than written.’” (citing Knowles-Zeswitz Music, Inc. v. Cara, 260 A.2d 171, 175 (Del. Ch. 1969), and then quoting Del. Elevator, Inc. v. Williams, 2011 WL 1005181, at *10 (Del. Ch. Mar. 16, 2011))). 21 noncompete’s geographic scope is limited to states the Partnership or any of its Subsidiaries evaluated for expansion during the last six months of Keel’s employment, to the extent Keel received Confidential Information.113 6. The noncompete’s temporal and geographic restrictions protect Plaintiffs’ legitimate business interests. As the CEO of Bradford’s Red Oak facility put it, the addiction treatment space is “a copycat industry” where market participants eagerly adopt successful practices.114 Keel’s role at Bradford exposed him to significant competitive information. He was involved in all aspects of the Bradford organization; upon his resignation, his duties across his vast portfolio had to be distributed among several individuals.115 And drawing competitive zones by state makes sense here, as Plaintiffs’ business model relies on the insurance environment, which is set at the state level.116 113 A0113–14. 114 A1712, Masterson Dep. 87. 115 A1893, Marsh Dep. 90–92; A1927, Marsh Dep. 227 (“Q: Are there any lines of business that Bradford had during Mr. Keel’s tenure that Bradford doesn’t believe Mr. Keel participated in? Is there anything that operated outside of Mr. Keel’s involvement? A: Not that I can think of. I think everything because of his position, because of his reach, all services that we offered he had some influence or input in.”). 116 A0398 (noting that pursuing Medicaid payors may be “[d]esirable depending on state reimbursement rates”); A0396 (explaining Plaintiffs’ growth plan includes assessments of “market demand,” “scalability potential,” “payor environment,” and “regulatory compliance”); see A0306 (evaluating Indiana’s payor mix). 22 7. As for expansion plans, Plaintiffs also operate and evaluate expansion opportunities at a state-wide level, not a facility level.117 The noncompete is tethered to Plaintiffs’ business plan, and protects only those expansions for which Keel actually received confidential information.118 Keel’s CMO role at Bradford justifies this tailored restriction: his responsibilities included “the strategic focus of the business development efforts of the organization, evaluation of markets” to enter, and the “evaluation of specific acquisition targets[.]”119 8. Keel offers several arguments as to why the noncompete is unenforceable.120 He contends it improperly prohibits him from serving in any role, as opposed to the role like the one he held at Bradford, and contends that prohibition amounts to an unreasonable “any capacity” restriction.121 Keels relies on this Court’s decisions in Daxco, LLC v. Timm122 and Kodiak Building Partners, LLC v. Adams123 to argue the Court will only enforce a restrictive covenant where it is tailored to the employee’s role. But neither case stand for the proposition that “any 117 A1909–10, Marsh Dep. 154–61; see A1810–12, Vellani Dep. 110–21. 118 Payscale, 2026 WL 774876, at *7, n.53 (Del. Mar. 19, 2026) (finding a noncompete that implicated “proposed businesses” to be appropriately “tai