OPINION AND ORDER This case appears to present an issue of first impression: whether, under New York law, a non-compete agreement between a company and one of its in-house lawyers that restricts the lawyer’s ability to work post-employment is per se unenforceable. Plaintiff Ipsos-Insight, LLC (“Ipsos”) seeks to enforce such an agreement against a former in-house lawyer, Jacob Gessel, who now works for a competitor of Ipsos. Gessel, however, moves to dismiss, arguing that his non-compete agreement with Ipsos is per se unenforceable under New York law because it runs afoul of Rule 5.6(a) of the New York Rules of Professional Conduct, which provides that “[a] lawyer shall not participate in offering or making…a partnership, shareholder, operating, employment, or other similar type of agreement that restricts the right of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement.” N.Y. RULES OF PRO. CONDUCT r. 5.6(a) (N.Y. State Bar Ass’n 2020). Were the Court writing on a blank slate, it would almost certainly reject Gessel’s argument. Having voluntarily entered the non-compete agreement with Ipsos, Gessel should not now be able to walk away from it. And because non-compete agreements are (assuming they meet certain requirements) enforceable under New York law against members of other learned professions, such as doctors and certified public accountants, there is little justification for treating lawyers differently. But the New York Court of Appeals has treated lawyers differently, holding that non-compete agreements between lawyers and law firms are unenforceable in light of Rule 5.6(a) (or its precursor), and this Court is bound by those decisions. As discussed below, the Court is therefore compelled to grant Gessel’s motion to the extent that Ipsos’s claim is premised on Gessel’s alleged violation of his non-compete agreement. BACKGROUND The following facts — which are drawn from the Complaint (“Complaint”), ECF No. 1 (“Compl.”), and documents incorporated by reference therein — are assumed to be true for purposes of this motion. See, e.g., DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 110-11 (2d Cir. 2010). Ipsos is an international, survey-based market research company. Compl. 8. Gessel began working in Ipsos’s Public Affairs department around February 2013. Id. 9. He subsequently graduated from law school, passed the bar exam, and accepted a job in Ipsos’s legal department in or around February 2017. Id. 10. Gessel was later promoted to Assistant General Counsel for Ipsos North America. Id. 11. At all times during his employment, Gessel was subject to a Fair Competition Agreement containing a paid non-compete clause (“Non-Compete Clause”), which he was required to sign as a condition of his employment. Id.
11-13 & n.1; see also ECF No. 12-1 (“Fair Competition Agreement”). The operative version of the Non-Compete Clause states: [Y]ou agree…that during your employment with [Ipsos], and for a period of twelve (12) months after the date of termination of your employment for any reason (the “Non-Compete Period”), you will not directly or indirectly work for or with, own, invest in, render any services or provide advice to, or act as officer, director, employee, or independent contractor for, any person or entity that competes with [Ipsos] in the products or services it offers to its Clients at the time of the termination of your employment. You acknowledge that given the nature of the business of [Ipsos] and the geographical market of [Ipsos] (which you acknowledge is international in scope) combined with your role and responsibilities, the geographical area of the United States and Canada and the period of twelve (12) months are both reasonable. Compl. 13 (emphasis omitted); Fair Competition Agreement §5(b). If Gessel resigned from Ipsos (or was terminated without cause), the Non-Compete Clause took effect only if and to the extent that Ipsos elected to exercise it and, in exchange, paid Gessel his base salary for a period of up to twelve months. Compl. 13; Fair Competition Agreement §5(d). To that end, Gessel was required to provide at least two weeks’ written notice before accepting employment with “any business which in any way touches on, is related to, or competes with the business of [Ipsos].” Compl. 13; Fair Competition Agreement §5(e). Under a separate employment contract, Gessel was required to give at least forty-five days’ written notice before resigning from Ipsos, regardless of whether he intended to work for an arguable competitor. Compl. 19; ECF No. 12-2, §7. The Fair Competition Agreement also required Gessel to “promptly return” any company property in his possession or control when his employment ended and to “provide access (including passwords and any codes) to any computer or other equipment (electronic or otherwise)” containing information relating to Ipsos that was in Gessel’s possession or control when his employment ended. Fair Competition Agreement §§2(a), (b); see Compl. 16. The Fair Competition Agreement contains a New York choice-of-law clause. Compl. 7; Fair Competition Agreement §9(h). On March 4, 2021, Gessel informed his supervisor that he intended to resign from Ipsos. Compl. 20. He sent a formal notice of resignation the following day. Id. On April 13, 2021, Gessel disclosed that he had accepted a job with Medallia, Inc. (“Medallia”), a “direct competitor” of Ipsos. Id.
