Edwards, a certified public accountant, was hired as a tax manager by the Los Angeles office of Arthur Andersen. In that position, Edwards provided income, gift, and estate planning services to individuals with a high net worth. As a condition of his employment, Edwards signed Andersen’s standard noncompetition agreement, which included the following:

If you leave the Firm, for eighteen months after release or resignation, you agree not to perform professional services of the type you provided for any client in which you worked during the eighteen months prior to release or resignation. This does not prohibit you from accepting employment with a client [the “Non-Compete”]. For twelve months after you leave the Firm, you agree not to solicit (to perform professional services of the type you provided) any client of the office(s) to which you were assigned during the eighteen months preceding release or resignation [the Nonsolicitation of Clients]. You agree not to solicit away from the Firm any of its professional personnel for eighteen months after release or resignation [the Nonsolicitation of Employees]. In March 2002, Andersen was indicted for obstruction of justice in connection with the investigation of Enron Corporationby the Securities and Exchange Commission.

In May 2002, HSBC agreed to purchase a portion of Andersen’s Los Angeles tax practice, including Edwards’s group. As a condition of the purchase, Andersen required all Andersen managers to execute a Termination of Non-Compete (TONC) that included a broad release of claims against Andersen. When Edwards refused to sign, HSBC withdrew his employment offer, and Edwards sued Andersen for, among other things, intentional interference with prospective economic advantages. Edwards claimed that the noncompetition agreement was invalid and therefore that requiring him to execute the TONC as consideration for release from the noncompetition agreement was also invalid. Will Edwards succeed in challenging the validity of the Non-Compete? The Nonsolicitation of Clients? The Nonsolicitation of Employees? [Edwards v. Arthur Andersen LLP, 47 Cal. Rptr. 3d 788 (Cal. Ct. App. 2006).]