23-2458 Cigna Corporation v. Amy Bricker

United States Court of Appeals
For the Eighth Circuit
___________________________
Nos. 23-2455/23-2458
___________________________
Cigna Corporation
Plaintiff - Appellee
v.
Amy Bricker
Defendant - Appellant
CVS Pharmacy, Inc.
Defendant - Appellant
____________
Appeal from United States District Court
for the Eastern District of Missouri - St. Louis
____________
Submitted: December 14, 2023
Filed: June 5, 2024
____________
Before SMITH, Chief Judge,1 GRUENDER and GRASZ, Circuit Judges.
____________
1Judge Smith completed his term as chief judge of the circuit on March 10,
2024. See 28 U.S.C. § 45(a)(3)(A).

-- 1 of 15 --

-2-
SMITH, Chief Judge.
Amy Bricker, by all accounts, is a highly talented and sought-after corporate
executive. In January 2023, she changed jobs, moving from the senior leadership of
Cigna Corporation (Cigna) to the senior leadership of CVS Pharmacy, Inc. (CVS).
Cigna sued Bricker and CVS in federal district court, seeking enforcement of its non-
compete agreement with Bricker. To preserve the status quo and protect Cigna’s
legitimate business interests, the district court2 granted a temporary restraining order
in February 2023 and a preliminary injunction in June 2023. In these consolidated
appeals, Bricker and CVS challenge the preliminary injunction. Seeing no legal or
factual error in the district court’s analysis, we affirm.
I. Background
From 2010 to 2023, Bricker held senior leadership roles at Express Scripts,
Inc., one of the nation’s largest pharmacy benefits managers (PBMs). “As a PBM,
Express Scripts manages prescription drug benefits programs for employers, federal
agencies, public sector entities, unions, health plans, including commercial
Medicare, and Medicaid, the military, and other entities . . . .” R. Doc. 208, at 3.
In 2018, Cigna—one of the nation’s largest healthcare conglomerates—
acquired Express Scripts. Bricker was the senior vice president overseeing supply
chain management. Her executive retention agreement had a non-compete provision.
Bricker agreed “that during the course of [her] employment with [Cigna], [she] has
and will become familiar with [Cigna]’s trade secrets and with other Confidential
Information concerning [Cigna] and that [her] services have been and shall continue
to be of special, unique, and extraordinary value to [Cigna].” R. Doc. 38-1, at 76.
Bricker further agreed that, for one year after employment, she would not work for
“any Business Competitor in the United States or in any other country in which
[Cigna] conducts business; provided that nothing herein shall restrict [Bricker] from
2 The Honorable Ronnie L. White, United States District Judge for the Eastern
District of Missouri.

-- 2 of 15 --

-3-
. . . becoming employed, engaged, associated or otherwise participating with a
separately managed division or subsidiary of a competitive business.” Id.
In 2020, Cigna presented a new non-compete agreement to Bricker and asked
her to sign it. See R. Doc. 50-14. To the extent they were not inconsistent, the new
agreement supplemented the old agreement. See id. at 10 (acknowledging that “prior
Agreements remain in full force and effect”). The new agreement imposed similar
geographic restrictions, extended the restricted period from one year to two years,
and expanded the field of covered employment from other PBMs to 11 areas—
functionally, the entire healthcare sector. See id. at 7–8. Bricker had a reasonable
opportunity to review the agreement, and the agreement’s last paragraph expressly
advised her to consult a lawyer before she signed. Id. at 10. She signed. Afterward,
she was promoted to president of Express Scripts.
As president of Express Scripts, Bricker oversaw Cigna’s PBM operations, as
well as other activities under the Express Scripts umbrella, including Express Scripts
Home Delivery Pharmacy. Bricker also became a member of the Senior Leadership
Team. This gave her access and insight into many other aspects of Cigna’s business,
outside Express Scripts.
In 2022, CVS—also one of the nation’s largest healthcare conglomerates—
contacted Bricker as part of a national talent search. Two CVS executives met with
Bricker and told her that they wanted to bring her into CVS senior leadership, with
better compensation and the potential to become CVS’s future CEO. Bricker found
CVS’s offer attractive. She felt that her career progress at Cigna had stalled. Bricker
considered the offer and negotiated a contract with CVS to guarantee pay for her
first two years, the same term as her non-compete agreement with Cigna.
On January 8, 2023, CVS sent the contract to Bricker. On January 9, Bricker
signed the contract and resigned from Cigna. On January 26, Cigna sued Bricker and
CVS in federal district court. On February 15, the district court issued a temporary
restraining order. And on June 5, it granted a preliminary injunction.

-- 3 of 15 --

-4-
II. Discussion
Bricker and CVS bring these appeals, challenging the district court’s order
that preliminarily enjoins Bricker from working at CVS. Generally, they argue that
the non-compete agreement is overbroad, unreasonable, and unenforceable under
Missouri law. Particularly, they contend that Cigna’s home-delivery pharmacy and
CVS’s brick-and-mortar pharmacies, where CVS wants to place Bricker, are not
business competitors. Jurisdiction exists under 28 U.S.C. §§ 1292 and 1332.3
“A preliminary injunction is an extraordinary remedy never awarded as of
right.” Winter v. Nat. Res. Def. Council, Inc., 555 U.S. 7, 24 (2008). Its “primary
function . . . is to preserve the status quo until, upon final hearing, a court may grant
full, effective relief.” Ferry-Morse Seed Co. v. Food Corn, Inc., 729 F.2d 589, 593
(8th Cir. 1984). Exercising its “equitable discretion,” eBay Inc. v. MercExchange,
L.L.C., 547 U.S. 388, 391 (2006), a district court may grant a preliminary injunction
when a movant shows “[1] that he is likely to succeed on the merits, [2] that he is
likely to suffer irreparable harm in the absence of preliminary relief, [3] that the
balance of equities tips in his favor, and [4] that an injunction is in the public
interest,” Winter, 555 U.S. at 20; see Dataphase Sys., Inc. v. C.L. Sys., Inc., 640 F.2d
109, 114 (8th Cir. 1981) (en banc) (same factors). “While no single factor is
determinative, the probability of success factor is the most significant.” Home
Instead, Inc. v. Florance, 721 F.3d 494, 497 (8th Cir. 2013) (internal quotation marks
and citations omitted).
When a party appeals a district court’s preliminary injunction, as Bricker and
CVS do here, our standard of review is “layered.” Tumey v. Mycroft AI, Inc., 27
F.4th 657, 665 (8th Cir. 2022). We review the district court’s conclusions of law de
novo, its findings of fact for clear error, and its application of the law to the facts for
3 Bricker argues that the federal judiciary lacks diversity jurisdiction because
both she and Express Scripts are Missouri citizens. See Bricker’s Br. at 2–3; 28
U.S.C. § 1332. However, Express Scripts is not a party in this case. Cigna, CVS, and
Bricker are the parties; and, among them, there is complete diversity.

-- 4 of 15 --

-5-
abuse of discretion. Id. Because a district court exercises the traditional authority of
a chancellor, its discretion to grant or deny a preliminary injunction is broad. See
Lankford v. Sherman, 451 F.3d 496, 503 (8th Cir. 2006) (“The district court has
broad discretion when ruling on preliminary injunctions.”); Hecht Co. v. Bowles,
321 U.S. 321, 329–30 (1944) (discussing the powers historically held by chancellors
and the flexibility of equity). “The district court is accorded deference because of its
greater familiarity with the facts and the parties.” Jet Midwest Int’l Co. v. Jet
Midwest Grp., 953 F.3d 1041, 1044 (8th Cir. 2020).
Based on our review, we conclude that the district court correctly interpreted
Missouri law governing non-compete agreements, and its findings of fact were not
clearly erroneous. When the district court applied Missouri law to its preliminary
factual findings through the prism of the Winter/Dataphase factors, it did not abuse
its broad discretion. Thus, a preliminary injunction was proper.
A. Likelihood of Success on the Merits
Applying the Winter/Dataphase test, we first address the movant’s likelihood
of success on the merits. Winter, 555 U.S. at 20; Dataphase, 640 F.2d at 114. This
factor does not singularly control, but it should receive substantial weight in the
court’s analysis. Home Instead, 721 F.3d at 497. A movant shows a likelihood of
success on the merits when it demonstrates a “fair chance,” not necessarily “greater
than fifty percent,” that it will ultimately prevail under applicable law. Heartland
Acad. Cmty. Church v. Waddle, 335 F.3d 684, 690 (8th Cir. 2003).
Cigna, CVS, and Bricker agree that Missouri law governs Cigna and Bricker’s
non-compete agreement. See R. Doc. 50-14, at 8–9 (choice-of-law clause). Under
Missouri law, a non-compete agreement between an employer and employee is
enforceable if it is reasonable. Healthcare Servs. of the Ozarks, Inc. v. Copeland,
198 S.W.3d 604, 610 (Mo. 2006) (en banc). Reasonableness turns on the unique
facts and circumstances of an employer and employee’s relationship. The Missouri
Supreme Court has explained:

-- 5 of 15 --

-6-
The law of non-compete agreements in Missouri seeks to balance
the competing concerns between an employer and employee in the
workforce. On one hand, employers have a legitimate interest in
engaging a highly trained workforce without the risk of losing
customers and business secrets after an employee leaves his or her
employment. Copeland, 198 S.W.3d at 609–10. On the other hand,
employees have a legitimate interest in having mobility between
employers to provide for their families and advance their careers. Id. at
610. Furthermore, although the law favors the ability of parties to
contract freely, contracts in restraint of trade are unlawful. Id.
In balancing these competing interests, Missouri courts generally
enforce a non-compete agreement if it is demonstratively reasonable.
Id. “A non-compete agreement is reasonable if it is no more restrictive
than is necessary to protect the legitimate interests of the employer.” Id.
A non-compete agreement must be narrowly tailored temporally and
geographically and must seek to protect legitimate employer interests
beyond mere competition by a former employee. Accordingly, a non-
compete agreement is enforceable “only to the extent that the
restrictions protect the employer’s trade secrets or customer contacts.”
Id. The employer has the burden to prove that the non-compete
agreement protects its legitimate interests in trade secrets or customer
contacts and that the agreement is reasonable as to time and geographic
space. Id.
Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835, 841–42 (Mo. 2012) (en
banc).
Here, the district court carefully examined the sealed record and found that
Cigna’s protected interests are numerous and substantial. They stretch across
multiple lines of products and services, present and future, which are “highly
confidential” and “not publicly known.” See R. Doc. 208, at 7–9, 21–22. Moreover,
the district court found that Bricker “routinely attended weekly, monthly, and
quarterly [Senior Leadership Team] meetings,” where executives “across business
units” freely “discussed key strategic information and decisions” touching all aspects
of Cigna’s business. Id. at 6. Bricker likely remembers a considerable portion of the
protected information that she learned from overseeing her own unit and attending

-- 6 of 15 --

-7-
these meetings, where other units shared their own protected information. Without
Bricker, “[i]t would be difficult, if not impossible, [for CVS] to acquire or duplicate
this information. The [district] [c]ourt further f[ound] that if the information were to
be disclosed, it would be very valuable . . . .” Id. at 23.
If Bricker had chosen to move from Cigna to a company outside the healthcare
sector or maybe a healthcare company other than CVS, her intimate knowledge
about Cigna’s inner workings and immediate future plans might have posed a less
serious threat to Cigna’s protected interests.4 However, Cigna and CVS are each
other’s largest direct competitors. Id. at 4–5, 14, 18, 24, 31, 37. The two companies
are practically mirror images of one another. The district court found:
CVS and Cigna have competing PBMs (CVS Caremark v.
Express Scripts), pharmacies (CVS Pharmacy v. Express Scripts Home
Delivery Pharmacy), specialty pharmacies (Caremark Specialty
Pharmacy v. Accredo), health insurance companies (Aetna v. Cigna),
and healthcare clinics (MinuteClinic v. MDLIVE). CVS and Cigna also
compete for access to drugs, pharmaceutical discounts and rebates,
retail advantages, better rates and terms with drug manufacturers, and
for the clinical programs they sell their clients.
Id. at 4.
Based on Missouri law and the district court’s factual findings, we conclude
that Cigna met its preliminary burden and demonstrated a “fair chance” that its non-
compete agreement with Bricker is reasonable and enforceable. Heartland, 335 F.3d
4See E.W. Bliss Co. v. Struthers-Dunn, Inc., 408 F.2d 1108, 1112–13 (8th Cir.
1969) (“Th[e] protection given to trade secrets is a shield, sanctioned by the courts,
for the preservation of trust in confidential relationships; it is not a sword to be used
by employers to retain employees by the threat of rendering them substantially
unemployable in the field of their experience should they decide to resign. . . . [A]n
employer may not restrict an employee’s future employment except by an agreement
embodying reasonable terms.” (emphasis added) (applying Iowa law)).

-- 7 of 15 --

-8-
at 690; Copeland, 198 S.W.3d at 610. To be sure, the agreement is broad. However,
courts applying Missouri law regularly uphold restrictions with two-year durations.
See, e.g., Whelan, 379 S.W.3d at 846–47 (“Considerable precedent in Missouri
supports the reasonableness of a two-year non-compete agreement . . . .” (collecting
cases)); Alltype Fire Prot. Co. v. Mayfield, 88 S.W.3d 120, 123 (Mo. Ct. App. 2002)
(“The term of two years . . . is supported by the overwhelming weight of case
authority.” (collecting cases)). “Courts applying Missouri law also readily enforce
geographical limitations that span nationwide.” Express Scripts, Inc. v. Lavin, No.
17-CV-01423-HEA, 2017 WL 2903205, at *4 (E.D. Mo. July 7, 2017) (collecting
cases). Furthermore, this case is unlike the typical case in which a Missouri court
concludes that a non-compete agreement is unenforceable. The typical case does not
involve a high-level executive. See, e.g., Brown v. Rollet Bros. Trucking Co., 291
S.W.3d 766, 771, 779 (Mo. Ct. App. 2009) (freight dispatcher); Payroll Advance,
Inc. v. Yates, 270 S.W.3d 428, 431, 436 (Mo. Ct. App. 2008) (payday loan manager).
CVS and Bricker’s strongest authority—and the case to which they pointed at
oral argument—is Victoria’s Secret Stores, Inc. v. May Department Stores Co., 157
S.W.3d 256 (Mo. Ct. App. 2004). In Victoria’s Secret, the chairman of Foley’s
Department Stores received an offer to become the chief operating officer of
Victoria’s Secret Stores. Id. at 258. Foley’s parent, May Department Stores, sought
to block the job change by enforcing a non-compete agreement. Id. at 259. Victoria’s
Secret and the employee brought a declaratory judgment action against May. Id. The
Missouri trial court found that Foley’s and Victoria’s Secret did not substantially
compete. Id. at 260. Victoria’s Secret “market[ed] sex appeal for the fashion
conscious” and sold lingerie to “younger women, specifically in their mid-twenties,
who are willing to pay higher prices.” Id. at 259. In contrast, Foley’s stores were
“traditional department stores that s[old] a broad array of products, consisting of
hundreds of merchandise categories and thousands of brands.” Id. Foley’s average
customer was a woman in her forties, and “[i]ntimate apparel” accounted for only
three percent of sales. Id. Because Victoria’s Secret and Foley’s “d[id] not compete
in any material or meaningful way,” the trial court entered judgment in favor of
Victoria’s Secret and the employee. Id. at 260. While the non-compete agreement

-- 8 of 15 --

-9-
was not “per se unreasonable or unenforceable,” it was inapplicable to the facts of
the case. Id. The Missouri Court of Appeals affirmed. Id. at 264.
Victoria’s Secret is not analogous to the present case. In Victoria’s Secret, the
trial court found only three-percent overlap between the companies. Id. at 260. Here,
the district court found that Cigna and CVS compete “in virtually every aspect” of
their businesses. R. Doc. 208, at 4. CVS and Bricker’s proposed contrasts between
CVS and Cigna are unavailing. In particular, we accept, as not clearly erroneous, the
district court’s finding that CVS’s brick-and-mortar pharmacies and Cigna’s home-
delivery pharmacy directly compete for the same customers. Id.
At this early stage, when the record has not been fully developed, we cannot
say that Cigna and Bricker’s non-compete agreement is broader than necessary to
protect Cigna’s legitimate interests. See Whelan, 379 S.W.3d at 841–42. Courts
applying Missouri law have enforced two-year restrictions, they have enforced
expansive geographic restrictions, and they have not declined to enforce restrictions
on high-level executives in Bricker’s shoes. The kind of work an executive does is
different from the work of an ordinary employee. All things considered, there is a
“fair chance” Cigna will ultimately prevail. Heartland, 335 F.3d at 690.
B. Likelihood of Irreparable Harm
The second Winter/Dataphase factor is the likelihood that a movant will suffer
irreparable harm if the court does not grant a preliminary injunction. Winter, 555
U.S. at 20; Dataphase, 640 F.2d at 114. “Irreparable harm occurs when a party has
no adequate remedy at law, typically because its injuries cannot be fully
compensated through an award of damages.” Gen. Motors Corp. v. Harry Brown’s,
LLC, 563 F.3d 312, 319 (8th Cir. 2009). The mere “possibility of irreparable harm”
will not suffice. Winter, 555 U.S. at 22. “To demonstrate irreparable harm, [the
movant] must show harm that is certain and great and of such imminence that there
is a clear and present need for equitable relief.” H&R Block, Inc. v. Block, Inc., 58
F.4th 939, 951 (8th Cir. 2023) (internal quotation marks omitted).

-- 9 of 15 --

-10-
As stated above, Missouri law on non-compete agreements contemplates two
principal harms an employer might suffer: loss of trade secrets and loss of customer
contacts. Whelan, 379 S.W.3d at 842. Cigna expresses concern about loss of trade
secrets. As with Missouri’s definition of reasonableness, Missouri’s definition of
trade secrets is multifaceted. A court applying Missouri law must consider:
(1) the extent to which the information is known outside of [an
employer’s] business; (2) the extent to which it is known by employees
and others involved in his business; (3) the extent of measures taken by
him to guard the secrecy of the information; (4) the value of the
information to him and to his competitors; (5) the amount of effort or
money expended by him in developing the information; (6) the ease or
difficulty with which the information could be properly acquired or
duplicated by others.
Copeland, 198 S.W.3d at 611 (quoting Cont’l Rsch. Corp. v. Scholz, 595 S.W.2d
396, 401 (Mo. Ct. App. 1980)).
Here, the district court specifically listed and analyzed the above factors. See
R. Doc. 208, at 21–23. When Bricker testified, she conceded knowledge of one of
Cigna’s trade secrets. Id. at 23. The district court found that Bricker likely knows
additional secrets. See id. (“The [c]ourt does not find this claim [of knowing only
one trade secret] to be credible . . . .”); Adzick v. UNUM Life Ins. Co. of Am., 351
F.3d 883, 889 (8th Cir. 2003) (“When findings are based on determinations
regarding the credibility of witnesses, . . . such findings can virtually never be clear
error.”). Whether Bricker knows only one trade secret (as she admitted in her
testimony) or multiple trade secrets (as the district court found), “[i]t is not the
number of trade secrets taken that determines whether the threat of irreparable harm
exists. The fact that a single trade secret may be disclosed is enough.” FMC Corp.
v. Varco Int’l, Inc., 677 F.2d 500, 503 (5th Cir. 1982). A single trade secret suffices
because “once a trade secret is disclosed, its secrecy is lost forever.” APAC
Teleservices, Inc. v. McRae, 985 F. Supp. 852, 866 (N.D. Iowa 1997) (Melloy, C.J.).

-- 10 of 15 --

-11-
Our circuit has conflicting precedent about the proper standard for reviewing
the existence of a trade secret. Compare AvidAir Helicopter Supply, Inc. v. Rolls-
Royce Corp., 663 F.3d 966, 971 (8th Cir. 2011) (“Though the existence of a trade
secret is a fact-intensive inquiry, it is ultimately a question of law determined by the
court.”), with Wyeth v. Nat. Biologics, Inc., 395 F.3d 897, 899 (8th Cir. 2005) (“We
review the district court’s findings of fact for clear error. We must first decide
whether the district court erred in holding that Wyeth’s Brandon Process is a trade
secret.” (citation omitted)); Sigma Chem. Co. v. Harris, 794 F.2d 371, 373–74 (8th
Cir. 1986) (reviewing for clear error); Sandlin v. Johnson, 152 F.2d 8, 11 (8th Cir.
1945) (“On all this evidence, it cannot be said that the trial court’s finding that no
trade secret was involved is clearly erroneous.”). When a panel is confronted with
an intra-circuit split, we follow our older cases over our newer ones. Mader v. United
States, 654 F.3d 794, 800 (8th Cir. 2011) (en banc). Our older cases direct review
for clear error in determining the existence of a trade secret.5
Reviewing for clear error, we accept the district court’s findings that Cigna
has trade secrets protectable under Missouri law; Bricker has knowledge about one
or more of these secrets; and, without a preliminary injunction, a substantial danger
exists that Bricker would advertently or inadvertently disclose one or more of these
secrets to CVS. Furthermore, we agree with the district court that money damages
would not adequately compensate Cigna for disclosure. See Harry Brown’s, 563
F.3d at 319. The district court concluded, and we also conclude, that money damages
5 We note that Missouri appellate courts use a substantial evidence standard,
instead of a clear error standard, when reviewing trial-court factual findings in equity
actions. See, e.g., City of Greenwood v. Martin Marietta Materials, Inc., 311 S.W.3d
258, 263 (Mo. Ct. App. 2010); Steamatic of Kan. City, Inc. v. Rhea, 763 S.W.2d 190,
194 (Mo. Ct. App. 1988). But our “standard of appellate review depends on federal
rather than state law. Federal law provides that [f]indings of fact shall not be set
aside unless clearly erroneous.” Allstate Ins. Co. v. Sunbeam Corp., 53 F.3d 804,
806 (7th Cir. 1995) (internal quotation marks omitted); see DeJoria v. Maghreb
Petrol. Expl., S.A., 935 F.3d 381, 390 (5th Cir. 2019) (“[O]ur appellate standard of
review is governed by federal law, even in this diversity case.”).

-- 11 of 15 --

-12-
would be “impossible to measure” and “inadequate to remedy Defendant Bricker’s
violations” given the quantity and quality of insider knowledge about Cigna that
Bricker likely has. R. Doc. 208, at 35–36. By granting a preliminary injunction now,
rather than waiting for a disclosure later, the district court did not abuse its broad
discretion to enforce the non-compete agreement.
C. Balance of Equities
The third Winter/Dataphase factor is the balance of equities. Winter, 555 U.S.
at 20; Dataphase, 640 F.2d at 114. When applying this factor, the key question is
whether the movant’s likely harm without a preliminary injunction exceeds the
nonmovant’s likely harm with a preliminary injunction in place. MPAY Inc. v. Erie
Custom Comput. Applications, Inc., 970 F.3d 1010, 1020 (8th Cir. 2020). This
balance is tentative. “The purpose . . . is not to conclusively determine the rights of
the parties, but to balance the equities as the litigation moves forward.” Trump v.
Int’l Refugee Assistance Project, 582 U.S. 571, 580 (2017) (per curiam) (citation
omitted).
Here, the district court found that Cigna will suffer extraordinarily high
(“impossible to measure”) damages if Bricker discloses Cigna’s trade secrets to
CVS. R. Doc. 208, at 35. Meanwhile, the harms that Bricker and CVS suffer under
a preliminary injunction are comparatively small. When Bricker moved from Cigna
to CVS, CVS agreed to pay Bricker’s full salary—about $10 million—for the two-
year duration of Cigna’s non-compete agreement, even if Bricker does no work for
CVS. Under Missouri law, “employees have a legitimate interest in having mobility
between employers to provide for their families and advance their careers.” Whelan,
379 S.W.3d at 841. Bricker’s guaranteed compensation provides adequate support,
and its payment does not inflict substantial harm on CVS.
Bricker raises concern that two years of not working could impair her career
advancement. Her new employer, CVS, appears to represent that it will not penalize
her in any way. Bricker’s concern about her career advancement is legitimate, but it
does not persuade us. The district court rightly observed:

-- 12 of 15 --

-13-
Defendant Bricker is a sophisticated party who fully understood the
restrictions she agreed to when she accepted millions of dollars in
compensation and equity awards from Cigna. The protections
Defendant Bricker negotiated for herself in her contractual agreements
with CVS make it clear that Defendant Bricker knew and understood
the scope of the [non-compete agreement]. Despite having knowledge
and understanding of her contractual obligations, Defendant Bricker
made a deliberate decision to join a direct competitor. Sierra Club v.
U.S. Army Corps of Engineers, 645 F.3d 978, 997 (8th Cir. 2011)
(balance of harms weighs in plaintiff’s favor where injury to defendant
was “largely self-inflicted”).
R. Doc. 208, at 37.
The district court did not abuse its broad discretion in balancing the equities
and determining that they favor Cigna at this stage. Cigna could suffer substantial
financial harm without a preliminary injunction, CVS suffers comparatively little
financial harm with a preliminary injunction, and Bricker suffers little or no financial
harm in either instance. Any other consequences that flow from Bricker’s choice to
sign Cigna’s non-compete agreement and then switch to CVS are consequences of
her own making. “[Bricker] was not in an unequal bargaining position when [s]he
contracted with [Cigna] for a covenant not to compete which was adopted by both
[parties] in their written agreement.” AEE-EMF, Inc. v. Passmore, 906 S.W.2d 714,
720 n.2 (Mo. Ct. App. 1995) (allowing a non-compete agreement to be enforced for
three years). Bricker “cannot be heard to complain that she signed the [agreement]
under duress. She made the agreement with her eyes wide open.” Martino-Catt v.
E.I. duPont Nemours & Co., 317 F. Supp. 2d 914, 927 (S.D. Iowa 2004) (applying
circuit law and enforcing an employee’s release of ERISA claims).
D. Public Interest
The fourth Winter/Dataphase factor is the public interest. Winter, 555 U.S. at
20; Dataphase, 640 F.2d at 114. We have previously held, and Missouri case law
also holds, that the public interest includes “protecting freedom to contract through
enforcement of contractual rights and obligations.” PCTV Gold, Inc. v. SpeedNet,
LLC, 508 F.3d 1137, 1145 (8th Cir. 2007); see Sleep No. Corp. v. Young, 33 F.4th

-- 13 of 15 --

-14-
1012, 1019 (8th Cir. 2022) (“[T]he public has an interest in enforcing contractual
obligations . . . .”); Home Shopping Club, Inc. v. Roberts Broad. Co., 989 S.W.2d
174, 179 (Mo. Ct. App. 1998) (“It is in the public interest to enforce contractual
rights and obligations.”). The public interest and Missouri law both favor judicial
enforcement of contracts according to their own terms. See BancorpSouth Bank v.
Hazelwood Logistics Ctr., LLC, 706 F.3d 888, 895 (8th Cir. 2013) (citing Turner v.
Sch. Dist. of Clayton, 318 S.W.3d 660, 670 (Mo. 2010) (en banc) (per curiam)).
When courts too readily hold contracts unenforceable, they undermine the
predictability necessary for all persons to privately order their affairs. See Est. of
Schoffman v. Cent. States Diversified, Inc., 69 F.3d 215, 219 n.10 (8th Cir. 1995)
(“Predictability of results is of great importance in the contractual field . . . .”).
Predictability is no less necessary in equity than in law. See Lonchar v. Thomas, 517
U.S. 314, 323 (1996) (“[C]ourts of equity must be governed by rules and precedents
no less than the courts of law.” (quoting Missouri v. Jenkins, 515 U.S. 70, 127 (1995)
(Thomas, J., concurring))).
The district court properly determined “that the enforcement of reasonable
restrictive covenants serves the public interest,” that “Missouri courts recognize the
public interest in enforcing all contracts,” and “that the public interest supports the
issuance of injunctive relief.” R. Doc. 208, at 38–39. We perceive no abuse of
discretion in the district court’s weighing of the public interest factor.
III. Conclusion
When a district court correctly interprets state law and does not clearly err in
its factual findings, we will rarely disturb its grant of a preliminary injunction to
enforce a non-compete agreement. See Nordin v. Nutri/Sys., Inc., 897 F.2d 339, 345–
46 (8th Cir. 1990). Here, the district court correctly interpreted Missouri law and
made detailed factual findings that are not clearly erroneous. Applying the four
Winter/Dataphase factors, the district court concluded that they favor Cigna at this

-- 14 of 15 --

-15-
stage. The district court did not abuse its broad discretion by granting Cigna’s
request for a preliminary injunction. Accordingly, we affirm.6
______________________________
6 Alternatively, Bricker argues that the district court should have declined to
enforce the non-compete agreement because Cigna has unclean hands. Specifically,
Bricker alleges that Cigna discriminates among its executives based on their sex,
that Cigna’s sex discrimination stalled the progress of her career, and that is why she
breached her agreement and left Cigna for CVS. See Bricker’s Br. at 13–14, 67–72.
“The doctrine of unclean hands is a defense that bars one who has acted wrongfully
with respect to the subject of the suit from obtaining an equitable remedy.”
Sangamon Assocs., Ltd. v. Carpenter 1985 Fam. P’ship, Ltd., 165 S.W.3d 141, 145
(Mo. 2005) (en banc). This is a notoriously “hoary and murky doctrine,” whose
contours are not always clear. Nelson v. Emmert, 105 S.W.3d 563, 568 (Mo. Ct. App.
2003) (quoting Osterberger v. Hites Constr. Co., 599 S.W.2d 221, 229 (Mo. Ct. App.
1980)). If a district court, exercising its broad discretion, reasonably concludes that
an equitable “defense is probably frivolous, the court can disregard it, or at least
delay consideration of it until trial.” Mantek Div. of NCH Corp. v. Share Corp., 780
F.2d 702, 708 n.10 (7th Cir. 1986). Here, the district court did not abuse its broad
discretion when it reasonably refused “to have a mini trial on a Title 7 case.” R. Doc.
153, at 115; see Lawn Managers, Inc. v. Progressive Lawn Managers, Inc., 959 F.3d
903, 911 (8th Cir. 2020) (“We review the district court’s decision to deny an
equitable defense for an abuse of discretion.”). Nonetheless, the district court must
hear and consider Bricker’s unclean hands defense when it decides whether to grant
permanent injunctive relief. See Safety-Kleen Sys., Inc. v. Hennkens, 301 F.3d 931,
937 (8th Cir. 2002) (affirming the denial of an unclean hands defense and allowing
the district court to “defer[] the issue . . . for trial on the merits”).

-- 15 of 15 --