C.H. Robinson Worldwide, Inc. v. Traffic Tech, Inc.

United States Court of Appeals
For the Eighth Circuit
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No. 24-3069
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C.H. Robinson Worldwide, Inc.
Plaintiff - Appellant
v.
Traffic Tech, Inc.; James Antobenedetto; Spencer Buckley; Wade Dossey; Brian
Peacock; Dario Aguiniga
Defendants - Appellees
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Appeal from United States District Court
for the District of Minnesota
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Submitted: May 15, 2025
Filed: December 12, 2025
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Before BENTON, GRASZ, and STRAS, Circuit Judges.
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GRASZ, Circuit Judge.
C.H. Robinson Worldwide, Inc., sued five of its former employees who had
gone to work for Traffic Tech, Inc., claiming they each breached the restrictive
covenants in their employment agreements. C.H. Robinson also sued the former
employees and Traffic Tech for tortious interference with a contractual relationship.

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On appeal for the second time, C.H. Robinson argues the district court1 erred when
it granted summary judgment for Traffic Tech and the former employees, denied
C.H. Robinson’s motion for summary judgment, and denied C.H. Robinson’s
motion to voluntarily dismiss with prejudice its claim against one of the employees
and a related claim against Traffic Tech. We affirm.
I. Background
Both C.H. Robinson and Traffic Tech are in the logistics business. James
Antobenedetto, Spencer Buckley, Wade Dossey, Dario Aguíñiga (collectively,
Employees), and Brian Peacock, the individual appellees here, were previously
employed by C.H. Robinson and then left to eventually work for Traffic Tech.
C.H. Robinson asserts that, as a condition of employment, each Employee
executed a Confidentiality and Protection of Business Agreement (CPB Agreement)
with customer non-solicitation and business interfering clauses.2 The CPB
Agreement for each Employee contains within § IV(C), the following Restrictive
Covenants:
C. For a period of two (2) years after the termination of my employment
with the Company . . ., I will not:
1. Directly or indirectly . . . solicit, engage, sell or render services to, or
do business with any Business Partner or prospective Business Partner
of the Company with whom I worked or had regular contact, on whose
account I worked, or with respect to which I had access to Confidential
Information about such Business Partner at any time during the last two
years of my employment with the Company; or
1 The Honorable Katherine M. Menendez, United States District Judge for the
District of Minnesota.
2 Peacock also executed an employment agreement that contained slightly
different language from the others, but it is not at issue in this appeal.

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. . . .
3. Directly or indirectly cause or attempt to cause any Business Partner
of the Company with whom the Company has done business or sought
to do business within the last two (2) years of my employment to divert,
terminate, limit, or in any manner modify, decrease or fail to enter into
any actual or potential business relationship with the Company.
The CPB Agreement further defines the following terms:
• “The Company”: C.H. Robinson “and all existing or future affiliated
corporations including all subsidiaries, divisions and enterprises
owned or controlled by those corporations.”
• “Business Partner”: “any Customer, Carrier, consultant, supplier,
vendor, or any other person, company, organization, or entity that
has conducted business with or potentially could conduct business
with the Company in any of the Company Businesses.”
• “Company Businesses”: “freight brokerage and contracting,
contract logistics, freight forwarding or backhauling, transportation
logistics, transportation-related payment and information systems,
custom house brokerage businesses, the purchase, sale and sourcing
of fresh fruits and vegetables, and other businesses the Company
may become involved in now or in the future during Employee’s
employment with Company.”
• “Confidential Information”: “all information written . . . or oral . . .,
which is disclosed to Employee [or] to which Employee was given
access . . . which is not generally known,” and “all information
contained on any computer or computer system of Company.”
• “Customer”: “any person, company or organization that has
engaged or potentially could engage with Company’s services in
any of the Company Businesses.”
The CPB Agreement also includes a Severability Covenant, which states:
The covenants contained in this Agreement are intended to be separate
and divisible covenants, and if, for any reason, any one or more thereof
shall be held to be invalid or unenforceable, in whole or in part, it is
agreed that the same shall not be held to affect the validity or

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enforceability of any other covenant or part of this Agreement. To the
extent any of the terms or time periods set forth in Part IV are
determined by a Court of competent jurisdiction to exceed the
restrictions permitted by law, then any such term or time period shall
be equitably modified to the extent necessary to comply with the
applicable law, but the parties understand and agree that they intend
such terms to be enforced to the maximum permitted by the law.
The district court initially granted summary judgment in favor of Traffic Tech
and the Employees, determining that the CPB Agreements were unenforceable under
California law. Thus, the district court reasoned, C.H. Robinson could not prevail
on its breach of contract claims against the Employees or its tortious interference
with a contract claim against Traffic Tech.3 However, in the first appeal, we
reversed, holding that Minnesota law governed the CPB Agreements for all
Employees besides Peacock, and remanding for the district court to decide whether
“the claims or disputes against Peacock arose in California or elsewhere under
Peacock’s employment contract” and “to substantively analyze whether all or part
of the former employees’ contracts are unenforceable, and, if not, whether the claims
for breach of contract and tortious interference with a contractual relationship
survive summary judgment.” C.H. Robinson Worldwide, Inc. v. Traffic Tech, Inc.,
60 F.4th 1144, 1150 (8th Cir. 2023).
On remand, C.H. Robinson moved to voluntarily dismiss with prejudice its
claim against Peacock and its related claim against Traffic Tech. On the same day,
C.H. Robinson also filed a motion for summary judgment as to its other claims.
Traffic Tech and the Employees renewed their motion for summary judgment.
Peacock opposed the motion for voluntary dismissal. The district court, applying
Minnesota law to the CPB Agreements, granted summary judgment for the
Employees and Traffic Tech. It held the Restrictive Covenants were unenforceable
3 The district court also awarded summary judgment to Traffic Tech on C.H.
Robinson’s claim of tortious interference with prospective economic advantage. In
the first appeal, we affirmed the district court’s dismissal of this claim and it is not
at issue in this appeal.

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against Antobenedetto, Buckley, Dossey, and Aguíñiga under Minnesota law and,
for purposes of Peacock, was void under California law. It also determined the
Restrictive Covenants were overbroad and declined to sever or modify under the
blue-pencil doctrine the unenforceable portions of §§ IV(C)(1) and IV(C)(3).
Because it held the Restrictive Covenants were unenforceable, it also granted
summary judgment for Traffic Tech on the tortious interference with a contract
claim. Further, the district court denied C.H. Robinson’s motion for voluntary
dismissal and granted summary judgment for Peacock, noting “the table [was] set
for summary judgment” and it was clear that Peacock should win on the merits.
C.H. Robinson appeals the denial of its motion for summary judgment and the
grant of summary judgment in favor of Traffic Tech and the Employees, arguing the
district court was required to sever the Restrictive Covenants pursuant to the
Severability Clause and that § IV(C)(1) of the Restrictive Covenants is then
enforceable under Minnesota law after being severed. C.H. Robinson also appeals
the district court’s denial of its motion for voluntary dismissal of its claims against
Peacock and related claim against Traffic Tech.
II. Analysis
a. Enforceability of the Restrictive Covenants
C.H. Robinson’s argument that the district court erred in awarding summary
judgment to the Employees depends on its first contention that the district court
should have severed §§ IV(C)(1) and IV(C)(3) from each other and then determined
that § IV(C)(1) is enforceable and was breached by the Employees. But we need not
decide this issue because, even when viewed in isolation as C.H. Robinson requests,4
§ IV(C)(1) is overly broad and thus unenforceable against Employees.
4 C.H. Robinson conceded at oral argument that they are only seeking to
enforce § IV(C)(1) in its entirety, and it is not arguing that the district court is
required to sever parts of § IV(C)(1) that it deems unenforceable.

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We review de novo a grant of summary judgment. C.H. Robinson, 60 F.4th
at 1148. The CPB Agreements for Antobenedetto, Buckley, Dossey, and Aguíñiga
are governed by Minnesota law. See id. “In applying state law, we are bound to
apply the law of the state as articulated by the state’s highest court.” Travelers Prop.
Cas. Ins. Co. of Am. v. Nat’l Union Ins. Co. of Pittsburg, 621 F.3d 697, 707 (8th Cir.
2010). “When the state’s highest court has not spoken, our job is to predict how the
state’s high court would resolve the issue.” Id. “We may look to decisions of the
state’s intermediate courts to the extent they contain sound reasoning, and such
decisions may often serve as ‘the best evidence’ of how the highest court would
rule.” Id.
Minnesota strictly construes restrictive covenants. Medtronic, Inc. v.
Gibbons, 684 F.2d 565, 568 (8th Cir. 1982). In other words, Minnesota law
generally disfavors restrictive covenants such as non-solicitation agreements. See
Bennett, 134 N.W.2d at 899. Minnesota law applies the same legal test to both non-
solicitation agreements and other restrictive covenant agreements. See, e.g., Webb
Pub. Co. v. Fosshage, 426 N.W.2d 445, 450 (Minn. Ct. App. 1988). “The test
applied is whether or not the restraint is necessary for the protection of the business
or good will of the employer, and if so, whether the stipulation has imposed upon
the employee any greater restraint than is reasonably necessary to protect the
employer’s business, regard being had to the nature and character of the
employment, the time for which the restriction is imposed, and the territorial extent
of the locality to which the prohibition extends.” Bennett v. Storz Broad. Co., 134
N.W.2d 892, 899 (Minn. 1965). “[T]he court must consider . . . all the circumstances
of the case, including the situation of the parties, the necessity of the restriction for
the protection of the employer’s business, and the right of the employee to work and
to earn a livelihood and better his status . . . .” Id. at 900.
A non-solicitation covenant is reasonable to prevent “the deflection of trade
or customers by the employee by means of the opportunity which the employment
has given him.” Fosshage, 426 N.W.2d at 450 (quoting Bennett, 134 N.W.2d at
898). Minnesota law suggests a non-solicitation covenant is reasonable to prevent a

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former employee’s solicitation of customers that the employee “had access to
information on . . . which would aid him in soliciting their business” and customers
who “[we]re the responsibility of [the former employee] without overlap.” See id.
Applying Minnesota’s test, § IV(C)(1) of the Restrictive Covenants is
overbroad under Minnesota law. The covenant went beyond actively soliciting
customers and extended to various forms of “direct[] or indirect[]” contact with
Business Partners, including “solicit[ing], engag[ing], sell[ing], [] render[ing]
services to, or do[ing] business with any Business Partner or prospective Business
Partner . . . with whom [the Employee] had regular contact . . . or with respect to
which [the Employee] had access to Confidential Information about such Business
Partner . . . .” The CPB Agreement’s definition of a Business Partner includes not
only active customers that worked with the Employee, but “Carrier, consultant,
contractor, supplier, vendor, or any other person, company, organization, or entity
that has conducted business or potentially could conduct business with the
Company.” The language of § IV(C)(1) is so broad that, at its ends, it could be
enforced against an Employee who “engage[s]” with “anyone” that “potentially
could conduct business with” C.H. Robinson. As a result, § IV(C)(1) goes beyond
what is reasonably necessary to protect C.H. Robinson’s business and is thus
unenforceable. See Bennett, 134 N.W.2d at 899.
Further, while the duration of § IV(C)(1)’s restrictions is not by itself
unreasonable, see Overholt Crop Ins. Serv. Co. v. Bredeson, 437 N.W.2d 698, 703–
04 (Minn. App. 1989), the unlimited geographic scope of § IV(C)(1) is problematic.
Indeed, there is no geographical limit set forth in the CPB Agreement, meaning the
“territorial extent” of these provisions appears to be unlimited. See Bennett, 134
N.W.2d at 899. While a restrictive covenant with unlimited geographic scope is not
per-se unreasonable, see Prow v. Medtronic, Inc., 770 F.2d 117, 119, 121 (8th Cir.
1985) (holding that a 360-day-long restrictive covenant that only prohibited
solicitation of customers that the employee had himself contacted within his last year
of employment was a reasonable restriction), here it would essentially bar an
Employee from practicing within the transportation logistics industry at all. As

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explained above, § IV(C)(1) goes beyond restricting solicitation of active customers
that the Employees worked with and applies to any person or entity that had
conducted or potentially could conduct business with C.H. Robinson, as a customer
or otherwise. Section IV(C)(1) thus exceeds the protections that are reasonably
necessary to protect C.H. Robinson’s business. See Bennett, 134 N.W.2d at 899.
Because § IV(C)(1) of the Restrictive Covenants goes outside the bounds of
the non-solicitation covenants that Minnesota courts have upheld, we conclude it is
unenforceable against the Employees.5 And since the Restrictive Covenants are
unenforceable against the Employees, there is no contract to form the basis for a
tortious interference claim against Traffic Tech. See Qwest Commc’ns Co., LLC v.
Free Conferencing Corp., 905 F.3d 1068, 1073 (8th Cir. 2018). We thus affirm the
district court’s grant of summary judgment.
b. Denial of Motion to Voluntarily Dismiss Claims with Prejudice
C.H. Robinson next argues the district court abused its discretion when it
denied C.H. Robinson’s motion to voluntarily dismiss with prejudice its claims
against Peacock and its related claim against Traffic Tech. “We review a district
court’s decision of whether ‘to allow a plaintiff to dismiss a case voluntarily’ for
abuse of discretion.” Morrow v. United States, 47 F.4th 700, 703 (8th Cir. 2022)
(quoting Crawford v. F. Hoffman-La Roche Ltd., 267 F.3d 760, 763 (8th Cir. 2001)).
Under the Federal Rules of Civil Procedure, a “plaintiff may dismiss an action
without court order” at any time “before the opposing party serves either an answer
or a motion for summary judgment,” or when all other parties stipulate to the
dismissal. Fed. R. Civ. P. 41(a)(1). “Except as provided in Rule 41(a)(1), an action
may be dismissed at the plaintiff’s request only by court order, on terms that the
5 Because we conclude the Restrictive Covenants are unenforceably broad, we
decline to discuss the Employees’ alternative argument that there was no adequate
consideration to create an enforceable contract.

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court considers proper[.]” Id. at (a)(2). “When deciding whether to allow voluntary
dismissal, the court should consider ‘whether the party has presented a proper
explanation for its desire to dismiss; whether a dismissal would result in a waste of
judicial time and effort; and whether a dismissal will prejudice the defendant.’”
Graham v. Mentor Worldwide LLC, 998 F.3d 800, 804–05 (8th Cir. 2021) (quoting
Hamm v. Rhone-Poulenc Rorer Pharms., Inc., 187 F.3d 941, 950 (8th Cir. 1999)).
“Likewise, a party is not permitted to dismiss merely to escape an adverse decision
nor to seek a more favorable forum.” Id. at 805 (quoting Hamm, 187 F.3d at 950).
Considering these factors, we conclude the district court did not abuse its
discretion when it denied C.H. Robinson’s motion for voluntary dismissal. We first
consider whether granting the motion would result in a waste of judicial time and
effort. C.H. Robinson brought this claim in 2019 and had been actively litigating it
through one round of summary judgment and on appeal before filing its motion to
voluntarily dismiss the claims. Before filing its motion to dismiss, C.H. Robinson
had been pursuing the claim for nearly five years. The district court had already
granted summary judgment for Peacock and based on our opinion from the first
appeal, it was clear that Peacock would prevail if his CPB Agreement was governed
by California law. As the district court found, “nothing ha[d] developed factually
about the case against” Peacock since the initial grant of summary judgment and our
remand to determine which State’s law applied, and it had in fact “been plain from
the outset of this litigation” that California law controlled this claim. Given this
extended litigation and time it had already spent, the district court did not abuse its
discretion by concluding it would waste judicial resources to grant the dismissal
motion rather than resolve the summary judgment motion.
Finally, we consider C.H. Robinson’s explanation for filing the motion. C.H.
Robinson expresses that it wanted to dismiss the case to avoid any liability under an
amendment to a California statute that was passed after this litigation commenced
that makes it unlawful for an employer to seek “enforcement” of any customer non-
solicitation agreement that violates California law. See Cal. Bus. and Prof. Code
§ 16600.5. The statute allows for an “employee, former employee, or prospective

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employee [to] bring a private action . . . for injunctive relief or the recovery of actual
damages, or both” for any attempt by an employer to enforce a non-compete
agreement. Id. § 16600.5(e)(1). California law has long provided under the same
statute that “every contract by which anyone is restrained from engaging in a lawful
profession, trade, or business of any kind is to that extent void.” Id. § 16600(a)
(subject to exceptions within the chapter). And C.H. Robinson would have already
known it was at risk for paying attorney fees to Peacock under different California
statutes when they filed the suit. See Cal. Civ. Code § 1717(a) (providing in an
action arising under a contract with attorney fee-shifting provisions that any
prevailing party in the action “shall be entitled to reasonable attorney[] fees”); Cal.
Labor Code § 925 (a)(2) and (c) (providing that “a court may award” attorney fees
to an employee who successfully resists the enforcement of an employment contract
purporting to “[d]eprive the employee of the substantive protection of California law
with respect to a controversy arising in California”). Specifically, the prejudice
would come from the lack of a ruling potentially allowing Peacock to seek attorney
fees under California law. See Cal. Civ. Code § 1717(a), (b)(2) (stating that if “an
action has been voluntarily dismissed,” then there is “no prevailing party” who can
recover “attorney’s fees and costs”). It would also have made it harder for him to
prove a claim under Section 16600.5(e) for damages. See Cal. Bus. And Prof. Code
§ 16600(a). Because granting the motion when a decision on the merits was
imminent would be a waste of judicial resources and because Peacock would be
prejudiced, we conclude the district court did not abuse its discretion by denying
C.H. Robinson’s motion for voluntary dismissal with prejudice of its claims against
Peacock. See Graham, 998 F.3d at 804–05; SnugglyCat, Inc. v. Opfer Commc’ns,
Inc., 953 F.3d 522, 528 (8th Cir. 2020).
III. Conclusion
For the foregoing reasons, we affirm the district court’s grant of summary
judgment as to all claims, denial of C.H. Robinson’s motion for summary judgment,
and denial of C.H. Robinson’s motion for voluntary dismissal.
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