Litke v. Minsky

2026 IL App (2d) 260299-U No. 2-26-0299 Order filed October 21, 2026 NOTICE: This order was filed under Illinois Supreme Court Rule 23(b) and is not precedential except in the limited circumstances allowed under Rule 23(e)(1). IN THE APPELLATE COURT OF ILLINOIS SECOND DISTRICT EDWARD LITKE, Plaintiff and Counterdefendant-Appellant, v. MICHAEL MINSKY, DANIEL WEINKAUF, and THE BALDWIN GROUP SOUTHEAST, LLC, Defendants and Counterplaintiffs-Appellees. Appeal from the Circuit Court of Lake County. Honorable Daniel L. Jasica, Judge, Presiding. No. 26-CH-36 JUSTICE JORGENSEN delivered the judgment of the court. Presiding Justice Kennedy and Justice Mullen concurred in the judgment. ORDER ¶1 Held: Trial court’s ruling denying plaintiff’s request for injunctive relief is affirmed, where it did not err in determining that plaintiff did not raise a fair question of success on the merits or irreparable injury. ¶2 Plaintiff and counterdefendant, Edward Litke, appeals from the trial court’s decision denying his request for injunctive relief against defendants and counterplaintiffs, Michael Minsky, Daniel Weinkauf, and The Baldwin Group Southeast, LLC (Baldwin). The dispute concerns the validity and enforceability of non-competition and non-solicitation agreements between Litke, an insurance broker, and defendants, his former employers. For the following reasons, we affirm. ¶3 I. BACKGROUND ¶4 On February 20, 2026, Litke filed a six-count complaint and motion for temporary restraining order and preliminary injunction against defendants, seeking, in part: (1) a declaration that he is not bound by the provisions of an employment agreement or a protective agreement; (2) preliminary and permanent injunctive relief to stop defendants from telling others that Litke is bound by a non-competition agreement and to promptly provide loss runs for Litke’s customers; and (3) injunctive relief to prevent defendants from interfering with Litke’s efforts to solicit business and compete with Baldwin in the commercial insurance arena. ¶5 In a 10-count counterclaim, defendants sought, in part, damages for Litke’s alleged breach of the agreements and a preliminary injunction against him. They asserted that Litke, in violation of the employment and protective agreements, was competing with Baldwin, soliciting Baldwin’s customers, improperly using confidential Baldwin information, and tortiously interfering with Baldwin’s business relationships with its customers. ¶6 On April 29, 2026, the court held a preliminary injunction hearing. At the outset, Baldwin’s counsel represented that the parties had agreed, regarding the scope of the hearing, that the issue was whether the employment agreement was in effect or the protective agreement was valid and enforceable. Further, “we’re going to leave issues relevant to, like, damages and the like, to, you know, full merits discovery and the like. So the focus today is intended to be on the enforceability of those two agreements.” After receiving evidence and post-hearing written arguments, on May 26, 2026, the court issued a memorandum opinion denying the cross-motions for preliminary injunctions. As the court’s factual findings are not disputed on appeal, we recount them nearly verbatim here, along with contractual provisions that are relevant to the issues on appeal. -2- ¶7 Specifically, the court found that Litke had been an insurance broker for approximately 20 years, primarily selling insurance products to condominium owners’ associations. From 2008 through 2019, Litke owned his own insurance agencies. However, in December 2019, Litke sold his agency and all of its “existing and new clients” to Rosenthal Bros, Inc. Thereafter, Litke became Rosenthal’s employee and signed an employment agreement. The employment agreement had a five-year term, providing, “Employment Term. The term of this Agreement shall commence on [December 1, 2019] and will continue until the fifth (5th) anniversary hereof unless otherwise terminated earlier as contemplated below (the ‘Employment Term’). Thereafter, the term of this Agreement may be extended by mutual agreement[.]” The agreement next contained a “termination” section with several subsections providing ways the agreement and employment term could end, including “immediately” upon termination for cause (with “cause” defined). The agreement also contemplated termination without cause, as referenced in its non-compete provision, which stated, “[Litke] shall not, through [Litke’s] employment with the Company and for a period commencing with the Effective Date, and continuing thereafter until the later of two (2) years after the termination or expiration of Employee’s employment hereunder *** (the ‘Restricted Period’), directly or indirectly, through any person, entity, or otherwise, engage in a Competitive Business Activity *** anywhere in the Restricted Territory ***; provided, however, that in the event of the Company’s termination of [Litke’s] employment without Cause, the Restricted Period shall extend only through the effective date of termination of employment.” (Emphases added; underlining in original.) -3- A “competitive business activity” was defined to include any business that competed with the company. The “restricted territory” was defined as anywhere within 75 miles of Chicago. The agreement prohibited Litke from “directly or indirectly” (emphasis added) discussing or providing third parties with confidential information, both while employed and following his termination. A non-disparagement provision prohibited him from “directly or indirectly” (emphasis added) disparaging the company. Finally, the employment agreement contained a non-solicitation provision that broadly precluded Litke from, in sum, directly or indirectly contacting, attempting to contact, inducing, or attempting to induce to gain the business of any “customer” (including those even merely “pursued”) of the Company’s that Litke had contact with during the 12 months prior to the termination of his employment. The agreement specified that it was the “entire agreement between the parties with respect to its subject matter and supersedes all other agreements, whether oral or written, between them with respect to such subject matter.” ¶8 In 2020, Rosenthal was sold to Baldwin or its predecessors, and Litke became Baldwin’s employee. In June 2020, Litke signed a first amendment to the employment agreement that assigned Rosenthal’s rights under the agreement to Baldwin in connection with the purchase. ¶9 The court found that Litke “thrived” at Baldwin. It noted that: (1) his business grew substantially, such that the commissions he generated for Baldwin rose from approximately $800,000 in 2019 to over $4 million in 2025; (2) he was one of Baldwin’s top commissions producers; (3) he brought new property manager clients to Baldwin during his tenure; and (4) he expanded the business generated from Baldwin’s preexisting clients. ¶ 10 In March 2023, Baldwin initiated a “recertification” process with all employees. As part of the process, each Baldwin employee was required to electronically sign a new set of uniform documents, such as an employee handbook, company policies, and a “protective agreement.” The -4- documents were made available to all Baldwin employees through an online portal in which employees were able to review and download each document. The first document an employee was asked to review and e-sign was an “E-signature Disclosures and Consent” form. A series of other employer documents followed; if they agreed to the terms of the specific document, employees were directed to electronically click on an “I agree” box and to electronically “submit” their consent. The deadline to complete the e-signing of all documents was April 14, 2023. ¶ 11 In his testimony, Litke denied ever seeing or signing the protective agreement. He testified that, if he had been asked to sign a new non-compete or non-solicitation agreement, he would have first consulted with counsel. However, Litke acknowledged that he presumptively received several emails relating to Baldwin’s recertification initiative, including an email on April 7, 2023, which reminded him that he still needed to sign the Baldwin recertification documents. ¶ 12 Baldwin utilized a software platform called “Workday” to effectuate the recertification and track the e-signing of required documents. Samantha Clark, a senior analyst in Baldwin’s human resources department, testified to the Workday platform and the authenticity of a computer- generated report that tracked each employee’s opening and e-signing of the recertification documents. Again, the software allowed an employee to click on a link to open and review each document the employee was being asked to e-sign. The reports indicated that, on April 7, 2023, Litke signed into the Workday platform with a unique username and through a password-protected, two-factor-authenticated portal. Litke e-signed the: (1) E-Sign Disclosures & Consent form at 12:17:12 p.m.; (2) Protective Agreement at 12:17:28 p.m. (16 seconds later); (3) Code of Business Conduct and Ethics at 12:17:43 p.m. (15 seconds later); (4) Regulation FD Disclosure Policy at 12:17:55 p.m. (12 seconds later); (5) Whistleblower Policy at 2:39:23 p.m.; and (6) Baldwin Colleague handbook at 2:39:32 (nine seconds later). -5- ¶ 13 As such, and “[b]ased on the limited record,” the court determined “it is most probable that Litke did in fact e-sign the Protective Agreement, among other documents, on April 7, 2023, in response to the email he had received that morning reminding him that he had only one week remaining to complete the required recertification process at Baldwin.” Given that Litke appeared to have e-signed numerous documents within a matter of seconds, the court found it reasonable to further find that Litke did not necessarily read each document before signing. In fact, the court noted, since the report reflected that Litke signed the protective agreement 16 seconds after he signed the E-Signature Disclosures and Consent form, this most likely explained why he had no recollection of seeing or signing the protective agreement or the non-compete and non-solicitation provisions contained within the 20-page document. ¶ 14 The protective agreement provided, in relevant part, “I hereby agree, during my employment and for a period of twenty-four (24) months after the Last Day (the “Restricted Period”) that I will not directly or Indirectly (defined below), other than for the benefit of the Company Group, take the following actions: (i) solicit or encourage any Restricted Customer (defined below) or Prospective Restricted Customer (defined below) to terminate any business relationship with the Company Group (including, without limitation, by facilitating the execution of a broker of record letter) and/or commence a similar business relationship with any other individual or business entity; (ii) accept or provide for the benefit of myself or any other individual or entity, with or without solicitation, any business or service of the type being offered or provided by, or -6-  which is competitive to, the business or services being offered or provided by the Company Group to or on behalf of any Restricted Customer or Prospective Restricted Customer; (iii) divert or attempt to divert from the Company Group, or any customer, any business whatsoever, including encouraging, either directly or Indirectly, any existing employee or member of a customer to terminate his or her enrollment in any healthcare plan or insurance policy with such customer of otherwise discontinue his or her relationship with such customer; (iv) solicit, induce, entice or recruit any of the employees, independent contractors, producers, or sales agents (producers and sales agents may be employees or independent contractors) of the Company Group with whom, during my employment with the Company Group, I had business contact or knowledge of because of my access to Confidential Information *** to (A) terminate any business relationship with the Company Group or (B) enter into or commence any relationship *** [as an employee or independent contractor] with any other entity or individual.” ¶ 15 The protective agreement defined “Restricted Customer” as including any person or entity who “is or was” a Company Group client, customer, or account and “with whom I had direct or Indirect business contact, I directly or Indirectly assisted in the servicing of or *** with respect to any such relationship, business contact or assistance, I had direct or Indirect supervisory authority during the [24] months prior to [termination].” ¶ 16 A “Prospective Restricted Customer” was defined as any person or entity “to whom the Company Group made or submitted a presentation or proposal of any kind about which I had knowledge because of my access to Confidential Information or in which I directly or Indirectly participated or assisted, during the [24] months prior to [termination].” -7- ¶ 17 “Indirectly” or “Indirect” meant “through other individuals or entities, including but not limited to, assisting and/or supervising any other individual or business entity (or such business entity’s employees) in the sale or solicitation of products or services.” ¶ 18 The protective agreement also expressed that, “I further agree and acknowledge that a geographic scope is not required for this Section 2 because its post-employment restrictions are tied to and are coextensive with: (i) Restricted Customers and Prospective Restricted Customers and (ii) employees and independent contractors with whom during my employment with the Company Group, I had business contact or knowledge of because of my access to Confidential Information. To the extent a court requires a geographic scope, the geographic scope shall be any state in the United States and any other jurisdiction throughout the world in which such Restricted Customers, Prospective Restricted Customers, and subject employees and independent contractors of the Company Group are located. I also agree and acknowledge that, subject to my compliance with the terms of this Agreement, the applicable restrictions contained throughout this Section 2 do not prohibit me from being gainfully employed in the insurance or benefits services industries as a general matter or performing insurance services or benefits services for potential clients throughout the entire world except for Restricted Customers and Prospective Restricted Customers, and that those restrictions are reasonable and narrowly tailored to further the Company Group’s legitimate interest to protect its Confidential Information, account relationships, and goodwill, and such restrictions will not unduly burden my ability to earn a living after my employment with the Company Group is terminated.” -8- ¶ 19 The court further noted that the protective agreement contained a “broad” definition of confidential information, including “customer, prospective customer and sales agent lists, leads, information, and records,” and a 24-month prohibition on using or disclosing such confidential Baldwin information. ¶ 20 The protective agreement acknowledged that consideration was being provided in the forms of: (1) continued employment; (2) certain payments and other benefits; (3) eligibility for all future discretionary compensation, including any and all bonuses or grants of restricted stock; (4) the disclosure of, and access to, the company’s confidential information, business relationships, and “its goodwill therein”; (5) the specialized training the company would provide; and (6) “the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of such consideration and the importance of protecting the Company Group’s proprietary and confidentiality interests being hereby acknowledged and accepted.” ¶ 21 The “Final Agreement” section provided that the document “records the final, complete, and exclusive expression of the understandings between the parties with respect to the matters addressed in it and supersedes any prior or contemporaneous agreement, representation, or understanding, oral or written, by either of them.” In section 7(g)(ii), it also provided, in part, that, “Notwithstanding the foregoing, this Agreement is in addition to, and does not supplant, supersede, modify or limit in any manner, any other protective, confidentiality, non-disclosure, non-competition, non-solicitation *** or other similar obligations imposed on me, whether imposed by law *** by contract (including contracts entered into prior to the date of, or concurrently with, this Agreement), by generally applicable Company Group policy, or otherwise; provided, that in the event of any conflict between this Agreement and -9-  any such other similar obligations imposed on me, the conflict shall be resolved such that the provision (or portion thereof) most beneficial to the Company Group shall control[.]” ¶ 22 The agreement expressed that it could not be amended, except by written agreement signed by both parties. Finally, it contained a “blue-pencil” provision, explaining, in essence, that each term and covenant was severable and independent, such that reformation or a finding of unenforceability of one clause would not affect other provisions. We note that the agreement contained a rider pursuant to Illinois law, specifying that Baldwin had: (1) provided Litke at least 14 days to review the agreement; and (2) advised him to consult counsel before entering into the agreement. ¶ 23 The initial term of the 2019 employment agreement expired by December 1, 2024. Litke continued to be employed by Baldwin. The court noted that no extension, amendment, or new written employment agreement was signed, and there were no emails or communications explaining the parties’ understanding with respect to Litke’s continued employment. Litke simply continued to be employed and was apparently treated and compensated the same as he had been during the employment agreement’s initial term. However, on December 1, 2025, Baldwin ended Litke’s employment, with Minsky writing that Baldwin had “decided not to renew your Employment Agreement, which is set to expire today, December 1, 2025.” There is no dispute that Litke’s termination was without cause. ¶ 24 Thereafter, Litke, seeking employment and believing he was not subject to any non- competition or non-solicitation clauses under the employment agreement because he was terminated without cause, reached out to several of Baldwin’s competitors. He received a job offer from DCI Insurance and, for a short period, had a DCI email address. Further, Litke also, at a minimum, fielded calls from customers he had serviced while at Baldwin and proposed to service - 10 - them outside of Baldwin. When Baldwin learned that Litke was in communication with its customers, Baldwin’s attorneys sent Litke a cease-and-desist letter, claiming violations of the employment agreement. A series of letters followed, with Litke’s attorneys contending that Litke was not bound by any non-competition or non-solicitation agreement because Baldwin terminated him without cause. ¶ 25 On December 17, 2025, however, Baldwin’s attorney for the first time referenced the protective agreement. Specifically, “I write to correct my previous correspondence. I sent the wrong contract that Baldwin seeks to enforce. I apologize for the error—was drinking from a fire hose at the time. Please see the Protective Agreement signed by Mr. Litke. Please let us know whether he intends to comply with it going forward, notwithstanding his prior breaches.” ¶ 26 Ultimately, Litke did not work for DCI. Instead, on December 31, 2025, he incorporated his own insurance company and began doing business as Litke Insurance Group. Litke Insurance Group competes directly with Baldwin, and Litke services some of the same customers he serviced while at Baldwin. ¶ 27 The court found that, because of his termination, Litke did not receive and was not entitled to receive his 2025 bonus (estimated to be approximately $250,000). It further found that there was no evidence that Litke took any proprietary or confidential information or documents with him following his termination from Baldwin. Similarly, the court noted that Minsky denied making any disparaging comments about Litke to others or stating that Litke was terminated for cause. The court found that there was no evidence to contradict this testimony. ¶ 28 Having made those findings, the court resolved the cross-motions for preliminary injunctions as follows. First, it determined that Litke established a protectible interest in his - 11 - employment as an insurance broker. Next, it found that he raised a fair question that he had no adequate remedy at law. ¶ 29 However, the court then determined that Litke had not raised a fair question as to whether he would suffer irreparable injury in the absence of an injunction. Rather, the evidence reflected that: (1) Litke had established his own competing brokerage firm and obtained business from clients he formerly serviced at Baldwin (approximately 96 of Baldwin’s former clients informed Baldwin that they would be working with Litke); and (2) although Litke requested the injunction to stop defendants from contacting customers and telling them that he was fired for cause or was precluded from soliciting their business, as well as to prevent defendants from delaying the process of “loss run reports,” there was no testimony or evidence presented that defendants were doing or had done those things. As such, Litke did not establish irreparable harm but, rather, only speculative injury. ¶ 30 The court further found that Litke had not raised a fair question as to his likelihood of success on the merits. The court found that Litke was likely not bound by any provisions of the 2019 employment agreement; it had expired, such that he became simply an at-will employee. In any event, under the employment agreement, Litke’s termination without cause rendered him free to compete with and solicit Baldwin’s customers. However, the court found that Litke was likely bound by the 2023 protective agreement. Specifically, it first rejected Litke’s argument that the 2019 employment agreement’s integration provision could bar subsequent agreements between the parties. Next, the court found that, in all probability, Litke e-signed the protective agreement. The court reviewed the Workday platform steps and the prompts that Litke would have responded to and accepted, as well as the email he received advising him that someone signed into his Workday account on April 7, 2023, and directing him to contact an administrator if he did not recognize that - 12 - action; there was no evidence he contacted anyone about potential unauthorized access. “In sum, it seems highly improbable that anyone other than Litke entered the Workday platform and electronically signed the [protective agreement] at issue.” Moreover, the court noted that a party is presumed to understand a signed agreement and failure to read the document before signing does not excuse the party from the legal consequences of the executed contract. Finally, the court determined that Litke’s continued employment by Baldwin from April 2023 through November 2025 would likely constitute adequate consideration for the protective agreement. ¶ 31 Regarding the protective agreement’s restrictive covenants and non-competition provisions, the court determined that: (1) Baldwin had a legitimate interest in not having its confidential customer information used against it by a former employee or having its customers poached; (2) the 24-month temporal limitation and nationwide geographic limitations were not overbroad, as relationships with customers and property managers, particularly with major contracts or accounts, can take time to develop and last for years and, further, the market for the sale of condominium insurance was national; (3) Litke is a sophisticated insurance businessman; (4) the non-solicitation and non-competition restrictions do not extend to all Baldwin customers, only those customers that “Litke directly contacted, or assisted or supervised another that had business contact with, during the last [24] months of his employment”; and (5) the non-solicitation clause prohibits Litke from soliciting only “customers that he directly contacted, or supervised or assisted others in contacting, during his last [24] months of employment. It is not a blanket prohibition on soliciting all Baldwin customers. Litke is not prevented from working in the insurance industry or serving as a broker entirely.” - 13 - ¶ 32 The court next denied defendants’ counterclaim for a preliminary injunction. Defendants do not challenge the court’s ruling and, thus, we do not detail the court’s findings with respect thereto. On June 16, 2026, Litke appealed. ¶ 33 II. ANALYSIS ¶ 34 Litke appeals pursuant to Illinois Supreme Court Rule 307(a)(1) (eff. Nov. 1, 2017). Rule 307(a)(1) applies to interlocutory appeals as of right and allows an appeal from an order granting or refusing an injunction. Id. ¶ 35 A preliminary injunction is an extraordinary remedy, the purpose of which is not to resolve the merits of a case, but to preserve the status quo until the merits can be decided. Callis, Papa, Jackstadt & Halloran, P.C. v. Norfolk & Western Railway Co., 195 Ill. 2d 356, 365 (2001). Indeed, the issuance of a preliminary injunction is an extreme remedy and should not be undertaken unless an emergency exists and serious harm would result if the injunction were not issued. Id. A party seeking injunctive relief bears the burden of establishing: (1) a clearly ascertainable right in need of protection; (2) irreparable injury absent the injunction; (3) the absence of an adequate remedy at law; and (4) a substantial likelihood of success on the merits. Id. The failure to establish any one of these requirements is sufficient to justify denial of the requested relief. Maday v. Township High School District 211, 2018 IL App (1st) 180294, ¶ 40. However, the party seeking injunctive relief need only show that he or she raises a “fair question” on these points, not that he or she is entitled to a final judgment, such that the court should preserve the status quo until it can decide the case on the merits. Buzz Barton & Associates, Inc. v. Giannone, 108 Ill. 2d 373, 382 (1985). Therefore, our examination on appeal concerns whether the party seeking the injunction has demonstrated a prima facie case that there is a fair question concerning the existence of the claimed rights. Mohanty v. St. John Heart Clinic, S.C., 225 Ill. 2d 52, 62-63 (2006). - 14 - ¶ 36 Generally, a court’s decision to grant or deny a preliminary injunction is reviewed for an abuse of discretion; however, “whether injunctive relief should issue to enforce a restrictive covenant not to compete in an employment contract depends upon the validity of the covenant, the determination of which is a question of law.” Id. Accordingly, here, particularly as there are no factual questions in dispute, our review is de novo. See id.; see also Kinkel v. Cingular Wireless LLC, 223 Ill. 2d 1, 22 (2006) (we also review de novo the question whether a contract or a portion thereof is unconscionable). ¶ 37 Litke contends that he met his burden for injunctive relief. He asks us to find the protective agreement unenforceable, find him not subject to any restrictive covenants, reverse the court’s denial of his motion for preliminary injunction, and grant the parties’ “agreed remedy” that defendants shall furnish client insurance policies in 7 days and loss runs within 30 days. In support, he raises three overarching arguments. First, he argues that the protective agreement is unenforceable because: (1) its language is ambiguous and its provisions unconscionable; (2) the restrictive covenants are overbroad; and (3) he was not provided adequate consideration for the protective agreement. Critically, we note that, for purposes of this appeal, Litke assumes that he did, in fact, electronically execute the 2023 protective agreement. ¶ 38 Second, Litke argues that the protective agreement is unenforceable because it was superseded by renewal of the employment agreement. Specifically, he asserts that: (1) his continued employment after December 2024 constituted the parties’ mutual agreement to renew the employment agreement; (2) the terms of the 2024 renewed employment agreement include its “entire agreement” clause; and (3) the 2024 renewal of the employment agreement foreclosed enforcement of the 2023 protective agreement. - 15 - ¶ 39 Third, Litke argues that he demonstrated irreparable harm by virtue of the parties’ stipulation at the injunction hearing that the purpose of the hearing was for the court to determine the applicability of the employment agreement and protective agreement and their stipulation to damages and harm. ¶ 40 For the following reasons, we conclude that Litke’s first two overarching arguments collectively fail to demonstrate that he is not subject to the protective agreement and, thus, he does not raise a fair question as to his likelihood of success on the merits. Similarly, we conclude that Litke’s third overarching argument fails to demonstrate that, absent a permanent injunction, he will suffer irreparable injury. ¶ 41 A. The Protective Agreement ¶ 42 Litke argues that the protective agreement is unenforceable because its language is vague and conflicting, the restrictive covenants are overbroad, and it is so one-sided as to render it unconscionable. Further, Litke argues that he was not provided with adequate consideration for the protective agreement. He contends that, because the restrictive covenants are invalid, not severable, and unmodifiable, the entire protective agreement is unenforceable. ¶ 43 Preliminarily, defendants argue that Litke forfeited his attacks on the protective agreement, as his argument before the trial court concerned only assent, i.e., he argued that defendants could not prove that he read, understood, and agreed to the protective agreement and, thus, he was not bound by it and, instead, the employment agreement controlled. Now, defendants note, Litke assumes that he signed the protective agreement, but recasts the case as one concerning the - 16 - protective agreement’s purported overbreadth, unconscionability, consideration, and capacity for judicial modification. ¶ 44 We agree that Litke’s specific arguments on appeal differ from those he emphasized below. Nevertheless, we decline to find them forfeited. In their cross-motions for injunctive relief, the parties asked the court to address the enforceability of the agreements and, in particular, Litke’s contention that the protective agreement was unenforceable against him. Those broader questions encompass the more specific arguments that Litke raises now, even if they were not the focus of the hearing or the court’s analysis. ¶ 45 1. Conflicting Language and Unconscionability ¶ 46 Litke argues that the protective agreement’s integration clause is confusing and conflicting, thus, preventing it from superseding the employment agreement. He points to section 7(g)(ii) in the protective agreement, which states that the agreement is “in addition to, and does not supplant, supersede, modify, or limit in any manner, any other protective, confidentiality, non-disclosure, non-competition, non-solicitation, *** or other similar obligations imposed on [Litke].” Litke argues that his employment agreement contained a two-year non-solicitation provision that would have been triggered only if his termination had been for cause, whereas the protective agreement’s two-year non-solicitation provision covers separations of employment even without cause. The language “in addition to” other similar obligations also contradicts the following language that it does not modify prior obligations, as the non-solicitation clause in the protective agreement changed his obligations by subjecting him to restrictive covenants even if terminated without cause. “[T]he protective agreement cannot be an addition that ‘does not supplant, supersede, modify, or limit’ the employment agreement because an addition, by its very nature, is a modification.” Thus, he contends, despite its own language, the protective agreement modified - 17 - his obligations under the employment agreement, and its “more restrictive” non-solicitation provision is unenforceable against him. ¶ 47 Defendants disagree, asserting that the trial court properly recognized that the employment agreement and protective agreement operated alongside one another, with the protective agreement simply imposing separate, cumulative obligations while leaving existing obligations under the employment agreement in place. As such, when Litke was terminated without cause, his restrictions under the employment agreement ended; however, the protective agreement imposed separate post-employment obligations. Defendants argue this construction properly gives effect to both agreements and supports the trial court’s finding that Litke did not establish a fair question on the likelihood of success. ¶ 48 We agree with defendants. Litke presents no persuasive authority for the proposition that, even if it contains confusing language, the executed protective agreement is invalid and could not co-exist for a period that overlapped Litke’s employment agreement. That the protective agreement claimed to be “in addition” to other obligations, while also not modifying existing obligations, did not render it unenforceable here, particularly as the court found the employment agreement had expired such that the parties’ obligations thereunder had ended at the time of Litke’s termination. The issue is therefore whether the protective agreement’s terms were triggered upon Litke’s termination of employment. We do not find convincing Litke’s argument that because the protective agreement’s terms possibly conflicted for a period with the employment agreement’s now-expired terms, the protective agreement is invalid and unenforceable. In fact, the challenged section also provided that “in the event of any conflict between this Agreement and any such other similar obligations imposed on me, the conflict shall be resolved such that the provision (or portion thereof) most beneficial to the Company Group shall control,” which would serve to resolve any - 18 - confusion or conflict between the agreement’s obligations. Further, Litke cites a case that states, “[m]odification of a contract normally occurs when the parties agree to alter a contractual provision or to include additional obligations, while leaving intact the overall nature and obligations of the original agreement.” Schwinder v. Austin Bank of Chicago, 348 Ill. App. 3d 461, 468 (2004). Here, Litke concedes that he signed the protective agreement and, therefore, to the extent that he views that agreement as containing conflicting terms with or modifying the employment agreement, he agreed to those terms and modification. ¶ 49 We acknowledge that Litke also contends that the protective agreement’s conflict provision is substantively unconscionable where it states, in section 7(g)(ii), that, in the event of any conflict between the protective agreement and “any other such similar obligations” imposed upon him, “the conflict shall be resolved such that the provision (or portion thereof) most beneficial to the Company Group shall control[.]” He argues that the provision permits Baldwin to unilaterally modify the protective agreement without consent or consideration, as Baldwin could create new obligations and then use section 7(g)(ii) to simply resolve any conflicts in its own favor. He notes that section 7(g)(ii) encompasses not only existing obligations under the agreement, but also similar obligations imposed by company policy, which Baldwin could unilaterally change with no input or agreement from him. If that change conflicted with the terms of the protective agreement, the change, assuming it was most beneficial to the company, would control. Litke contends that, because the agreement’s vague language permits unilateral modification and one-sided interpretation, it creates an imbalance that unfairly suppresses and oppresses innocent parties and, thus, it is substantively unconscionable and unenforceable. ¶ 50 Defendants respond that Litke is simply asking this court to relieve a competent contracting party from an enforceable agreement that he now views as unfavorable, which Illinois law forbids. - 19 - They explain that a contract is not unconscionable simply because it may appear unfair; rather, unconscionability is a demanding standard, and the protective agreement here is not unconscionable. That the agreement provides that any conflicts between similar contractual obligations be resolved in its favor addresses only how existing obligations are to be harmonized if more than one agreement applies to the same subject. Moreover, defendants argue that the protective agreement’s plain language forecloses Litke’s theory that Baldwin may unilaterally modify his contractu