Full opinion text
MEMORANDUM OPINION AND ORDER JEFFREY COLE, United States Magistrate Judge. INTRODUCTION The Pampered Chef is a direct sales company that sells kitchenware through home parties hosted by family and friends of the members of its sales force, who are independent contractors. Jewels by Park Lane is another direct sales company that sells jewelry. Pampered Chef has taken umbrage at the loss to Park Lane of several of what it calls its most valuable, upper-level “Directors,” who are highly-placed individuals in the pyramidal sales structure used by Pampered Chef and others in the direct sales industry. The defecting Directors were free to leave Pampered Chef whenever they chose. However, under their contracts, they were not free to solicit or recruit any Pampered Chef Director or any of its 58,000 sales consultants to join them at another direct sales company. Also, the Directors could not permit anyone to use the names of any of Pampered Chefs nationwide salesforce for recruiting or promoting the sales of another company’s products or services. The Second Amended Complaint (“Complaint”), insofar as is pertinent at this juncture, alleges that defendants, Sandy Alexanian, Don Funt, Christine Laurich, Valerie Newton, Elaine Schutter and Sybil Goade, breached their Pampered Chef Director agreements by “directly and unabashedly soliciting and recruiting members of Pampered Chefs sales force to join the sales force of Park Lane.” (Complaint, ¶ 183). The Complaint charges Lori Mitchell and Shannon Pell, who are affiliated with Park Lane, with tortious interference with the Pampered Chefs contracts with the Directors and/or with tortious interference with Pampered Chefs business expectancy with its consultants and Directors by inducing the defendant Directors to provide names of Pampered Chef consultants and Directors whom Mitchell and Pell could and did solicit to join Park Lane. (Complaint, ¶¶ 202-207, et. seq.). Pampered Chef seeks a preliminary injunction against Ms. Mitchell and Ms. Pell. Resolution of a motion for preliminary injunction and resolution of a case on the merits involve “significantly different” inquiries. University of Texas v. Camenisch, 451 U.S. 390, 393, 101 S.Ct. 1830, 68 L.Ed.2d 175 (1981). Since “[t]he purpose of a preliminary injunction is merely to preserve the relative positions of the parties until a trial on the merits can be held,” id. at 395, 101 S.Ct. 1830, a plaintiff need not prove its case in full, and the court’s findings of fact and conclusions of law are not binding at a trial on the merits. Id. See also IDS Life Insurance. Co. v. Sun-America, Inc., 103 F.3d 524, 530 (7th Cir.1996). This case, however, has taken a path different from the abbreviated course envisioned by the cases. In addition to two days of testimony, the parties’ submissions were voluminous. Collectively, they consisted of 12 three-inch spiral binders of numbered exhibits, totaling perhaps 10,000 pages. Additionally, there are 5 volumes of deposition transcripts, totaling approximately 500 pages, plus an additional 800 pages of exhibits to the depositions. This was in advance of the parties’ briefs, to which were attached a number of exhibits. To encourage some factual organization, the parties were instructed even before the briefing was completed to comply with Local Rule 56.1 solely as it pertained to the presentation of facts. [Dkt. # 168], Of course, this is not a summary judgment case, and the parties were aware of the very limited purpose for which the organizational structure provided by a Rule 56 statement of facts was resorted to. The motion for preliminary injunction is here for determination by limited consent pursuant to 28 U.S.C. § 636(b)(1)(c). I. FACTUAL BACKGROUND Pampered Chef is a direct sales company that sells its kitchen wares through home parties hosted by family and friends of the members of its sales force. (Plaintiff’s Amended Local Rule 56.1 Statement (“Pl.St.”), ¶ 1; Ex. 1, Tr. 87:13-16; 369:2-370:15; 535:25-536:3). That force is made up entirely of independent contractors— none are employees. (Pl.St., ¶ 2; Ex. 1, Tr. 246:20-247:16; 447:5-7). That is common in the direct sales industry. Direct sales is a method of distributing products, employed by many similar companies. (Pl.St., ¶ 3; Ex. 1, Tr. 369:16-370:15; 443:8-444:6; 448:5-25). Pampered Chefs sales force is nearly 60,000 strong, broken down into a hierarchy of about 55,000 “consultants,” 2,500 “senior consultants,” and 1,000 team leaders at the top. (Defendants’ Local 56.1 Statement of Facts (“Def.St.”), ¶ 1; Ex. A, Tr. 623). The consultants come and go — in droves and with unremitting consistency. The turnover rate is about 60% annually, and they are replaced as quickly as they are lost. (Def.St., ¶ 3; Ex. A, Tr. 633). For example, in 2008, Pampered Chef lost approximately 30,000 consultants, but gained an equal number in the same time period. In 2009, Pampered Chef lost 37,-000 consultants, but added an equal amount of new consultants. From January 1, 2010 through October 1, 2010, Pampered Chef lost 20,000 consultants, but gained 24,000 new ones. (Def.St., ¶ 3; Ex. A, Tr. at 632:22-633:22). This rapid and consistent turnover is consistent with the historically high rate of turnover in the direct sales industry. See infra at 788. To move up in the hierarchy and become a Director, a consultant must recruit a certain number of other people to become consultants. (Def.St., ¶ 4; Ex. B, Jonas Dep. at 60:18-68:19). Directors are compensated on the basis of their sales, the sales of their recruits, and the sales of their recruits’ recruits. (Def.St., ¶ 4; Ex. E, Capinegro Dep. at 143: 8-144:1; Ex. L (Pampered Chef Policy Guide), at 15-33). Above the Director level, there is Advanced Director, Senior Director, Executive Director, Senior Executive Director, and National Executive Director. (Def.St., ¶ 4; Ex. B, Jonas Dep. at 60:18-68:19; Ex. K; Ex. L at 15-33). To ascend the ladder from Director to Advanced Director and above, a Director must recruit more people and have their recruits recruit more people and so on. (Def.St., ¶ 4; Ex. A, Tr. at 86:19-90:3; Ex. B, Jonas Dep. at 60:18-68:19; Ex. L at 15-33). As of August 2010, there were 18 National Executive Directors, who earned an average of $282,031 per year. At the same time there were 1,347 base level Directors, who earned approximately $14,205 per year on average. (Def.St., ¶ 7; Ex. C at TPC 000923, 000926). Pampered Chef changed the rules in 2009. Those who had already qualified as base-level Directors in 2008, no longer qualified in 2009. The consequence, of course, was less income for those affected. (Def.St., ¶ 8; Ex. A, Tr. at 171:11-172:1; 322:22-323:23). In the aftermath, there were approximately 1,000 fewer Directors in 2010 than there were on December 31, 2009, when there were approximately 3,021 Directors. The change also made it more difficult to qualify for certain consultant levels, and many people were demoted. (Def.St., ¶ 8; Ex. C at TPC 000926; Ex. A, Tr. at 636:22-638:3; Ex. B, Jonas Dep. at 199:1-6). It was during this period — from about March 2008, when Valerie Newton, the first Director left Pampered Chef, through about April 2010 — that 13 Directors and 4 Consultants left Pampered Chef and moved to Park Lane. (Def.St., ¶ 33; Ex. A, at 595:17-25). Defendants, Alexanian, Funt, Laurich, Newton, Goade, and Schutter (“Director defendants”), were among them. (Pl.St., ¶ 4; Ex. 1, Tr. 234:24-25; 361:15-19, 22-24; 235:18-22; 86:2-5; Ex. 2, Alexanian Dep. at 5:5-8, 19:23-20:7, 158:11-21; Ex. 3, Funt Dep. at 5:8-10, 22:4-20, 30:21-23; Ex. 4, Goade Dep. at 9:1^4; 65:7-8; 10:25-11:3). At the time they became Pampered Chef Directors, they signed Independent Sales Director Agreements, which included confidentiality and non-solicitation provisions: F. Confidentiality 1. Director acknowledges that Company has provided Director and Director has received from the Company special training and knowledge and the Company has given Director access to trade secrets and other valuable information which is confidential and proprietary in nature. Director understands and confirms that all such trade secrets and other valuable information constitute the exclusive property of the Company. During the term of this Agreement and for two years after termination of this Agreement, Director shall hold in strict confidence and shall not, directly or indirectly, disclose or reveal to any person or use for the personal benefit of Director or anyone else any trade secrets and other confidential or proprietary information of any kind that has been obtained by or disclosed to Director as a result of Director’s position in the Company’s independent contractor field sales force. I. Non-solicitation 1. Director agrees that Director has received valuable consideration from the Company in the form of specialized training and sales management training in connection with the Director’s business opportunity with the Company. Director also acknowledges the receipt of valuable publicity, goodwill and promotional support from the Company to enhance Director’s business success. In consideration of the awards, rights and privileges contained in this Agreement, Director agrees that, beginning as of the date of this Agreement and continuing for two years after the effective termination date of this Agreement, Director (a) will not engage, directly or indirectly in soliciting, inducing or recruiting any person whom Director knows or has reason to believe is then under contract as a member of Company’s independent contractor sales field to sell products or services other than those sold by Company or to terminate their business relationship with the Company whether such solicitation or inducement is for Director’s own benefit or that of others; and (b) will not use, or knowingly permit any other person to use any names, mailing lists or other information which Director has obtained during Director’s association with the Company for recruiting, or for promotion of the sales of any other company’s product or services. (PLSt., ¶ 5; PX 76, PX 92, PX 93, PX 95, PX 96, PX 58, Goade Dep. Exs. 4 and 5; Ex. 1, Tr. 90:13-21; 242:5-18; 245:11-13; 364:9-11; Ex. 2, Alexanian Dep. 67:19-68:9). The motion for preliminary injunction is not based on any claim of breach of the confidentiality provision, but solely on the nonsolicitation clause. In its statement of facts, Pampered Chef claims that agreements such as those signed by its Directors are “standard in the direct sales industry and are critical to Pampered Chef because its sales force is completely voluntary and can leave at any time.” (PLSt., ¶ 7). As support for the assertion, Pampered Chef relies on the testimony of John Fleming, (PLSt, ¶ 7; Ex. 1, Tr. 447:25-448:4; 245:20-246:19; 580:23-581:11), whom it called as an expert. Mr. Fleming never testified that all direct sales companies had non-solicitation clauses in their contracts. All he said was that “virtually all of the direct selling companies with which [he was] familiar utilize some form of independent contractor agreement for their independent sales force....” (PLSt, ¶7; Ex. 1, Tr. 447:25-448:4 (emphasis supplied)). Moreover, the non-solicitation clause — the focus of this litigation — is not even a standard feature of Pampered Chefs contracts: None of the almost 60,000 consultants who comprise the independent sales force are bound by such a restriction, and thus are free upon leaving Pampered Chef to solicit any other consultants or Directors. (Defendants’ Response to Local Rule 56.1 Statement (“Def.Rsp.”), ¶ 7) (Ex. A, Tr. at 575:23-576:6; 599:9-19; 623:4-22; Ex. B, Deposition of Jean Jonas (“Jonas Dep.”) at 254:2-8.). Mr. Fleming was called to explain the effects on Pampered Chef and other similarly structured companies in the direct sales industry that occur when a Director is lured away by another company. He claimed that when a “high level consultant” leaves the company, the company becomes “vulnerable because of broken trust, broken relationships, and fractured belief causing injury to the corporation which cannot be quantified.” (Pl.St, ¶ 8; Ex. 1, Tr. 448:15-25; 452:5-454:2; 455:20-456:4; PLSt., ¶9; Ex. 1, Tr. 456:7-20; 477:25^78:8; 480:13-481:10). Here is a sampling of what he said: Q: What happens when people at the higher level are pulled out in a short period of time to go to a competitor of another direct selling organization? A: Well, if this is the target, and this person— Q: By “this” you’re referring to whom, the consultant with the organization? A: The consultant who leads the organization. If this person is the target, then obviously the whole organization becomes vulnerable to whatever decisions might be up there. So now you get broken trust. You get broken relationships. You get fractured belief. And you have all these things going on within the organization possibly as well as outside the organization, because the other organization is just like this one that are a part of ABC. (PLSt., ¶ 9; Ex. 1, Tr. 456:7-20). Mr. Fleming’s testimony is discussed in greater detail infra at 792, et seq. Defendant, Christine Laurich, one of the exiting Directors, testified that Pampered Chef provided the Directors with the following: a. Creation and maintenance of online cluster reports to allow members of its sales force to see information about their downline, including sales and recruiting information (Ex. l;Tr. 236;22-237:6); b. Creation and maintenance of The Pampered Chefs website for use by its consultants and Directors (Tr. 237:10-13; 238:25-239:10) (Ex. 1); c. Creation, maintenance and design of personal websites for use in consultants’ personal businesses (Tr. 237:14-238:1) (Ex. 1); d. Support staff available to help consultants with any problems they had with their respective businesses (Tr. 238:2-13) (Ex. 1) and customer service numbers for Pampered Chef customers to call with issues (id. at 14-16) at no cost to the sales force members; e. Warranties for defective products at no charge to consultants (Tr. 239:13-18) (Ex. 1); f. Design and creation of catalogs and brochures for consultants to use to sell products (Tr. 239:24-240:4) (Ex. 1); g. Free credit card processing for ease of purchase at no cost to consultants (Tr. 240:5-13) (Ex. 1); h. Monthly promotions for hostesses and guests at no cost to consultants (id. at 14-20) (Ex. 1): i. Creation, development, and testing of recipes for consultants to use at shows (Tr. 240:23-241:7) (Ex. 1); j. Creation of a seasonal DVD provided to each consultant to show how each new product is used and each new recipe is made (Tr. 241:8-18) (Ex. 1); k. Development of free online classes available to consultants (id. at 19-23) (Ex. 1); and l. Overrides on commissions of their downline consultants. (Tr. 244:24-245:1) (Ex. I). (PZ.St., ¶ 6). Consultants were provided with items (b)-(k). (Def.St., ¶ 6; Ex. A, Tr. at 236:18-245:1). Ms. Laurich had to pay for the use of item (c), the personal website. (Def.St., ¶ 6; Ex. A, Tr. 237:14-19). She understood that she could leave The Pampered Chefs sales force at any time, and that nothing in her contracts prohibited her from selling jewelry for Park Lane or from selling for any other direct sales company. (PZ.St., ¶ 13; Ex. 1; Tr. 245:20-246:19). Defendant Shannon Pell has been a Park Lane National Director since 2007. Part of her job is helping top executives from other direct sales programs transition to Park Lane. (PZ.St., ¶ 14; Ex. 1, Tr. 495:11-14; 497:15-498:5). She interviews prospective sales people and trains new recruits. (PZ.St., ¶ 17; Ex. 6, Pell Dep. at 16:17-17:17; 18:20-19:5). Ms. Pell would not characterize what she does as recruiting. She said she informs the interviewees about the benefits of Park Lane and how they can participate. (PZ.St., ¶ 24). She earns $200,000 a year. (Def.Rsp., ¶ 17; Ex. A, Tr. at 497:7-10, 524:22-526:5). Previously, Ms. Pell held the same type of position at another direct sales company, PartyLite, where she worked for 21 years. (PZ.St., ¶ 18; Ex. 1, Tr. 534:8-18; 535:7-13). As a result, she is familiar with the agreements sales people sign at both PartyLite and Park Lane, and assumes that consultants at other such companies sign “some kind” or “some form” of agreement as well. (PI. St., ¶¶ 19-20; Ex. 6, Pell Dep. at 60:10-61:21). And, she is aware that Pampered Chef is another direct sales company. (Pl.St, ¶ 21; Ex. 1, Tr., at 535:25-536:3). But as for specific clauses, Ms. Pell said she did know what the PartyLite contract contained. (Def.Rsp., ¶ 18; Ex. A, Tr. at 548:14-550:4). She claimed to be unfamiliar with the term “non-solicitation provision” until this lawsuit. (Def.Rsp., ¶ 18; Ex. A, Tr. at 551:5-17; Ex. F, Deposition of Lori Mitchell (“Mitchell Dep.”) at 301:1-20; 302:21-304:2; 304:13-25). Her claims not to know the contents of her agreements at PartyLite and not to have heard the term nonsolicitation until this suit are certainly open to serious question. The difficulty is that her version does not conform with the realities of how a sophisticated business woman like Ms. Pell functions in the business environment in which she has long participated. Inferences that may be drawn from the evidence in a particular case is governed by a rule of reason, “fact finders may properly ‘use their common sense’ and ‘evaluate the facts in light of their common knowledge of the natural tendencies and inclinations of human beings.’ ” United States v. Ayala, 887 F.2d 62, 67 (5th Cir.1989). I do not credit Ms. Pell’s denials. Ms. Pell said she never heard the topic of whether any potential Park Lane recruit already had a contract with another company discussed at Park Lane. (PI. St, ¶ 22; Ex. 1, Tr., at 536:21-537:23). She has never discussed with anyone from Park Lane how to respond to a recruit’s question regarding his or her contract with another direct sales organization, but she admitted that those questions have arisen. (Pl.St., ¶ 23; Ex. 6, Pell Dep., at 110:2-7; 109:11-21). At her deposition, she testified: Q: So if I understand it correctly then, no one has ever, in your presence when you were presenting a business opportunity, said to you in words or substance, hey, is there any problem with my doing this because of my contract or words to that effect? A: If that were said to me, I would say I don’t know. I don’t know your contract. (Pl.St., ¶ 23) Q: Well, has anyone ever said that to you? A: I would say probably. Could I say who? No. I’m sure— (Ex. 6, Pell Dep., at 109:11-21). Ms. Pell never received any training or instruction from Park Lane about the recruitment of individuals affiliated with other direct sales organizations. (Pl.St., ¶ 25; Ex. 6, Pell Dep., at 70:1-6). But, the Park Lane Executive Training Guide — the training guide for independent consultants at the executive and management level- — ■ teaches that one way to build a business for Park Lane is to recommend “direct appointments” of those with experience in direct selling. (PI. St, ¶ 26; Ex. 6, Pell Dep., at 144:14-145:8; 165:10-169:3; PX 106). Such candidates are identified through recommendations within Park Lane. (Pl.St., ¶ 26; Ex. 6, Pell Dep., at 175:3-12). That is how most of the defendant Directors were brought into the Park Lane fold, with the exception of Ms. Newton. (Pl.St., ¶ 27; Def.Rsp., ¶ 27). In turn, each of those people provided Ms. Pell — or whomever was “interviewing” them— names of successful members of Pampered Chefs sales force who would likewise be eligible for direct appointment with Park Lane. (Pl.St., ¶ 27; Ex. 8, Mitchell Dep. at 27:4-11; 59:25-60:3; 77:3-14; 81:6-10; 81:19-82:10; 83:11-25; 84:17-25; 85:1-18; 102:15-19; 104:1-10; 104:13-25; 110:3-111:11; 127:21-129:14; 130:1-13, 132:5-15; 150:20-151:15; 154:9-20; 170:24-171:1; 171:22-172:25; 173:11-15; 174:14-18; Ex. 9, PX 100 Mitchell 000010, 74, 78, 53-55, 59, 115-121; Ex. 1, Tr. 374:5-8; 374:22-375:23; 376:1-379:6; 416:1-22; 418:11-14; Ex. 10, PX 101 Newton 000010-18; Ex. 11, Newton Dep. 220:23-221:13). Ms. Pell met with Pampered Chef Directors Funt and Laurich while they were with Pampered Chef and offered them positions with Park Lane. (Pl.St., ¶ 31; Ex. 1, Tr. 247:20-23; 502:22-24; 506:19-507:6). Ms. Pell never asked Mr. Funt whether he had any form of an agreement similar to her agreement with PartyLite. (Pl.St, ¶ 32; Ex. 1, Tr. 536:14-20). Ms. Pell asked him to describe what a good month for him would be at Pampered Chef and told him how much that would allow him to make with Park Lane. (PLSt, ¶ 32; Ex. 1, Tr. at 539:18-540:6). She did not tell Mr. Funt that the reason for bringing him in at Park Lane was so he would recruit people from Pampered Chef. In fact, she said it was “made clear that” the position he was offered at Park Lane was based on his experience and “[w]hether he decide[d] to recruit or sell a thing he would still be a sales vice president.” (Def.Rsp., ¶ 32; Ex. A, Tr. at 506:19-507:6). Ms. Pell was present when Mr. Funt and Ms. Laurich resigned from Pampered Chef and told their “downlines” that they were joining Park Lane. (PZ.St., ¶ 29; Ex. 1, Tr. 248:23-250:20; 531:8-532:13). Then, Ms. Pell pitched the downline on the business opportunity at Park Lane. (PZ.St., ¶ 30; Ex. 1, Tr. 248:23-250:20). Christine Laurich also gave Ms. Pell the names of several members of Pampered Chefs sales force to join Park Lane including Kim McGee, Angela Harris, Krysia Moore, Sybil Goade, Laura Harrison, Theresa Jennings, Shannon Cerra, Joan Bischoff, Doina Heinz, and Jana Arkell. (PZ.St., ¶ 59;Ex. 1, Tr. 252:19-254:3; 256:11-257:1; 258:15-260:8; 261:16-264:20; 266:14-20; 271:3-276:1; Ex. 9, PX 100; Ex. 13, PX 89). These were people Ms. Laurich knew solely through her affiliation with Pampered Chef. She told them about Park Lane, but neither invited nor encouraged them to join Park Lane. (Def.St., ¶ 59; Ex. A, Tr. 253:5-14). She provided their names to Ms. Pell because they had high levels of sales and strong recruiting numbers. (PZ.St., ¶ 59; Ex. 1, Tr. 264:24-265:9; 270:4-25). Park Lane’s policy, set forth in their brochure, was that any recommendations be of those at her level or higher. (Def.Rsp., ¶ Ex. A, Tr. at 259:22-261:15). Ms. Pell forwarded Ms. Laurich’s list to her colleague at Park Lane, Lori Mitchell. (PZ.St., ¶ 60; Ex. 8, Mitchell Dep. at 150:20-151:15; 154:9-20; Ex. 9, PX 100 Mitchell 000078). Defendant Lori Mitchell had been the National Director of Executive Management for Park Lane since 1999. {PZ.St, ¶ 33; Ex. 8, Mitchell Dep. at 6:21-7:2). Prior to that, she was affiliated with the pioneer of direct selling, Tupperware, from 1965 to 1993. {PZ. St., ¶ 34; Ex. 8, Mitchell Dep. at 183:13-184:15). Ms. Mitchell had a contract when she signed on with Tupperware, and signed another agreement when she was promoted within the ranks of Tupperware. {PZ.St., ¶ 34; Ex. 8, Mitchell Dep. at 186:11-21). Similarly, she also signed a contract when she moved to Park Lane to become a Director. {PLSt, ¶ 35; Ex. 8, Mitchell Dep. at 190:1— 7; Ex. 12, PX 7). She did not know the specific provisions of her contracts with Tupperware or whether those agreements contained similar restrictions to the restrictions at issue in this case. {Def.Rsp., ¶ 35; Ex. F, Mitchell Dep. at 184:1-8; 184:10-15; 187:8-189:22; 302:21-304:2). Like Ms. Pell, Ms. Mitchell said she was unfamiliar with the term “non-solicitation clause” until this litigation. {Def.Rsp., ¶ 35; Ex. F, Mitchell Dep. at 190:4-20, 192:4-11, 304:13-23; Ex. A, Tr. at 550:14-551:12). This aspect of her testimony is not credible. In fact, Park Lane’s agreements have a one-year non-solicitation clause that states Directors shall not “call upon, solicit, divert or take away any of the company’s employees or Independent Contractors.” {Def.Rsp., ¶ 35; Ex. 12; PLSt., ¶ 36; Ex. 8, Mitchell Dep. at 340:13-341:12; 342:4-9; Ex. 12, PX 7). Ms. Mitchell said she was not aware of any direct selling organization that does not have a requirement for a signed agreement similar to the Park Lane agreement but, then again, her experience is limited to two companies — she didn’t “know any other contract or if there were any.” {Pl.St, ¶ 37; Ex. 8, Mitchell Dep. at 218:20-219:2; Def.St., ¶ 37; Ex. F, Mitchell Dep. at 219:9-19). In 2009, Ms. Mitchell earned close to $280,000, which was based almost exclusively on the number of recruits she brought to Park Lane. {PLSt., ¶ 38; Ex. 8, Mitchell Dep. at 7:3-15; 9:3-17; 10:8-11:10; 11:7-10; 71:11-16). For example, she received a commission when Defendants Chris Laurich and Don Funt joined Park Lane. {PLSt., ¶ 47; Ex. 8, Mitchell Dep. at 143:1-5; 147:23-25). Only $2,000 of her earnings was based on sales she personally made. {Pl.St, ¶ 39; Ex. 8, Mitchell Dep. at 7:18-8:13). Ms. Mitchell gets names of potential recruits from individuals within Park Lane — sometimes from Joyce Salela — calls them to set up an interview to talk to them about the Park Lane business opportunity, and she asks them about their sales accomplishments. {PLSt., ¶ 40, 48; Ex. 8, Mitchell Dep. at 27:16-28:22; 37:25-40:10; 79:6-19; 91:10-19; 27:4-11; 77:3-14; 95:8-16; Ex. 9, PX 100 Mitchell 000053, 57). She never asked the prospects whether they were subject to any form of written agreement with their present companies because she didn’t think it was relevant. {PZ.St., ¶ 44; Ex. 8, Mitchell Dep. at 219:5-8; 220:9-13; 221:18-24). All she does is “present the Park Lane program, and that’s it.” {Def.St., ¶ 44; Ex. F, Mitchell Dep. at 221:18-222:5). Ms. Mitchell doesn’t handle the actual interviews — in the case of the names she got from Ms. Laurich, for example, she passed them along to Ms. Pell — but she sometimes sits in. {PZ.St., ¶ 45; Ex. 8, Mitchell Dep. at 31:4-32:2; 40:11-12; 150:20-151:15). For example, she set up and attended Sandy Alexanian’s interview, where she received an offer to join Park Lane. {PZ.St., ¶ 45; Ex. 8, Mitchell Dep. at 40:11-12; 41:25-42:3; Ex. 2, Alexanian Dep. at 123:11-20). She got the lead on Ms. Alexanian from Mr. Funt, who actually gave her a list of prospects. {PZ.St., ¶¶ 53-54; Ex. 8, Mitchell Dep. at 59:25-60:3; 81:6-10; 81:19-82:10;170:24-171:1; 171:22-172:25; 173:11-15; 174:14-18; 180:6-18; Ex. 9, PX 100 Mitchell 000054, 115). Ms. Mitchell also attended Ms. Alexanian’s introductory show for Park Lane. Generally, at introductory shows, like that, she talks about the business opportunity at Park Lane. (PZ. St., ¶ 48; Ex. 8, Mitchell Dep. at 41:4-18; 44:8-10). Ms. Alexanian told her downline she was resigning from Pampered Chef at that show; she told Ms. Mitchell shortly before that. (PZ. St., ¶ 49; Ex. 8, Mitchell Dep. at 45:18-46:2). Diana McDermott was another Pampered Chef prospect, whose name she got from Mr. Funt. (PZ.St., ¶ 55; Ex. 8, Mitchell Dep. at 83:11-25; 84:17-25; 172:6-13; Ex. 9, PX 100 Mitchell 000055, 000118). When Ms. Mitchell called her, she told her that she had been recommended for a specific sales position with Park Lane that focused on leadership development, meaning recruiting more people to Park Lane. (PZ.St., ¶ 56; Ex. 8', Mitchell Dep. at 85:1-18; Ex. 9, PX 100 Mitchell 000055). Valerie Newton joined Park Lane in January 2008. (PZ.St., ¶ 61; Ex. 1, Tr. 368:14-23). At the time, she was still a Pampered Chef Director, and remained one until March 2008. (PZ. St., ¶ 61; Ex. 1, Tr. 368: 8-10). While still with Pampered Chef, Ms. Newton recruited or tried to recruit Pampered Chefs salespeople for Park Lane, including Marsha Hriz, Andrea Terry, April Dumond, Shawna Tipton, Duska Mills, Robin House, and Defendants Don Funt and Elaine Schutter (PZ.St., ¶ 62; Ex. 1, Tr. 374:5-8; 374:22-375:23; 376:1-377:7; 414:24-415:24; Ex. 8, Mitchell Dep. at 102:15-19; 132:5-15; Ex. 11, Newton Dep. 220:23-221:13; Ex. 9, PX 100 Mitchell 000010; Ex. 10, PX 101). With the exception of Ms. Hriz, who was her neighbor and best friend, and Ms. Terry, she knew each of these people only through her affiliation with Pampered Chef. (Def.Rsp., ¶ 62; Ex. A, Tr. at 399:24-400:4; Def.St., ¶ 17; Ex. A, Tr. 400:5-21). Some of those recruited were among the most successful Directors in the organization, which is what motivated her to try and recruit them. (PZ.St., ¶ 62; Ex. 1, Tr. 384:19-22; 414:24-415:24). Ms. Hriz and Ms. Terry were Pampered Chef consultants, as opposed to Directors. (Def.Rsp., ¶ 62; Ex. A, Tr. at 374:5-8, 400:15-24). Ms. Newton didn’t know Ms. Terry from Pampered Chef. Ms. Dumond and Ms. Tipton joined Park Lane after expressing an interest in the company. (Def.Rsp., ¶ 62; Ex. A, Tr. at 427:21-428:6). Beginning in July 2009, Ms. Newton sent emails to Ms. Mitchell providing her with the following names of several additional referrals, along with their success rates: Michele Ambrosius, Melanie Hague, Joyce Salela, Tanya Broslawsky, Jae Hilgers, Sally Schubert, Leanne Chacksfield, Robin House, Gail Shendelman, Don Funt, Tish Jones, Sue Size, Jaime Early, Tammy Mayfield, Janice Verace, Pam Gibbs-Fitzgerald, Sara Pruisner. (PZ.St., ¶ 64; Ex. 10, PX 101 Newton 000010-18). Ms. Newton did not tell any of the people she referred to Ms. Mitchell that she had passed their names along to Park Lane. (PZ.St., ¶ 65; Ex. 1, Tr. 388:3-389:7). She hoped that these referrals would be placed on her team, thus entitling her to a commission for their recruitment and future sales. (PZ.St., ¶ 66; Ex. 1, Tr. 376:25-378:19). That is exactly what happened. (PZ.St., ¶ 67; Ex. 1, Tr. 378:17-379:6; 416:1-22). She specifically gave the names to Ms. Mitchell because she knew that Ms. Mitchell was the person to send lists of potential recruits to for the recommendation program. (PZ.St., ¶ 68; Ex. 1, Tr. 418:11-14). But Ms. Mitchell did not direct her to do so. (Defendant. Rsp., ¶ 64; Ex. A, Tr. at 402:14-403:5). Ms. Mitchell met with Gail Shendelman — one of the leads from Ms. Newton— regarding a position with Park Lane. She knew Ms. Shendelman was a Pampered Chef Director. (PZ.St., ¶ 69; Ex. 8, Mitchell Dep. at 99:11-24; 100:11-101:4; 104:1-25; 106:1-22; Ex. 9, PX 100 Mitchell 000058). When Mr. Funt resigned from Pampered Chef on December 11, 2009, (PZ.St., ¶ 70; Ex. 3, Funt Dep. at 22:7-9), he had already entered into an agreement with Park Lane, having been recommended by Ms. Newton. (PZ.St., ¶70; Ex. 3, Funt Dep. at 30:21-23; Ex. 10, PX 101 Newton 000013). Even before leaving Pampered Chef, Mr. Funt began providing names of Pampered Chef salespeople to Ms. Mitchell. (PZ.St., ¶ 71; Ex. 9, PX 100 Mitchell 000054). Mr. Funt gave Ms. Mitchell a seven-page document, entitled “More from Don Funt,” containing over fifty names and telephone numbers of members of Pampered Chefs sales force. (PZ.St., ¶ 72; Ex. 9, PX 100 Mitchell 00054, 115-121). Ms. Mitchell also contacted Elaine Schutter for a position with Park Lane. (Pl.St., ¶ 73; Ex. 8, Mitchell Dep. at 107:10-108:9; Ex. 9, PX 100 Mitchell 000059). Later, Ms. Schutter provided Pampered Chef leads to Ms. Mitchell and told her that she did not want those persons knowing she was the source of the referrals unless they joined Park Lane. (Pl.St., ¶ 74; Ex. 8, Mitchell Dep. at 110:3-111:11; Ex. 9, PX 100 Mitchell 000059). If those leads joined Park Lane, under certain circumstances, both Ms. Schutter and Ms. Mitchell would be paid commissions. (PI. St., ¶ 76; Ex. 8, Mitchell Dep. at 111:7— 23; Def.Rsp. ¶76; Ex. A, Tr. 522:14-524:14). One of those leads, Katie Ketchum, later joined Park Lane. (Pl.St., ¶ 75; Ex. 8, Mitchell Dep. at 127:21-129:14; 130:1-13; Ex. PX 100 Mitchell 000074). Joyce Salela also provided Ms. Mitchell with leads for her recruiting efforts, including Pampered Chef Director Karen Daniels, and Mitchell contacted them. (Pl.St., ¶ 52; Ex. 8; Mitchell Dep. at 27:4-11; 77:3-14; 95:8-16; Ex. 9; PX 100 Mitchell 000053, 57). It is common knowledge that, within Park Lane, Ms. Mitchell is the person to whom referrals should be sent. (PLSt., ¶ 51; Ex. 8; Mitchell Dep. at 294:16-19). Ms. Mitchell has been receiving lists of people to call since 1999, but said she does not ask anyone to send them to her. They know to do so by word of mouth or the fact that she is listed as national Director of Executive Management on the company’s website. (Def.St., ¶ 51; Ex. F, Mitchell Dep. at 293:15-294:19). II. ANALYSIS A. The Standards For Issuance Of A Preliminary Injunction “We begin with the basics. A preliminary injunction is an ‘extraordinary and drastic remedy,’ ...; it is never awarded as of right....” Munaf v. Geren, 553 U.S. 674, 690, 128 S.Ct. 2207, 171 L.Ed.2d 1 (2008). It “ ‘should not be granted unless the movant, by a dear showing, carries the burden of persuasion.’ ” Mazurek v. Armstrong, 520 U.S. 968, 972, 117 S.Ct. 1865, 138 L.Ed.2d 162 (1997) (emphasis in original) (citation omitted). Accord Girl Scouts of Manitou Council, Inc. v. Girl Scouts of United States of America, Inc., 549 F.3d 1079, 1085-86 (7th Cir.2008) (entering a ‘“preliminary injunction is an exercise of a very far-reaching power, never to be indulged in except in a case clearly demanding it.’ ”). In order for a preliminary injunction to issue, the plaintiff must show that it is likely to succeed on the merits, that it is likely to suffer irreparable harm without the injunction, that the harm it would suffer is greater than the harm that the preliminary injunction would inflict on the defendants, and that the injunction is in the public interest. “Issuing a preliminary injunction based only on a possibility of irreparable harm is inconsistent with [the Court’s repeated] characterization of injunctive relief as an extraordinary remedy that may only be awarded upon a clear showing that the plaintiff is entitled to such relief.” Winter v. Natural Resources Defense Council, Inc., 555 U.S. 7, 129 S.Ct. 365, 375-376, 172 L.Ed.2d 249 (2008). These considerations are interdependent: the greater the likelihood of success on the merits, the less net harm the injunction must prevent in order for preliminary relief to be warranted. Judge v. Quinn, 612 F.3d 537, 546 (7th Cir.2010). “[T]he equitable personality of injunctive relief requires the result to be a ‘just’ or ‘fair’ result rather than a ‘correct’ result.” Lawson Products, Inc. v. Avnet, Inc., 782 F.2d 1429, 1435 (7th Cir.1986). B. The Likelihood of Success on the Merits The degree of likely success on the merits that must be shown has been variously defined as “a better than negligible chance,” Girl Scouts of Manitou Council, Inc., 549 F.3d at 1096, and a “ ‘reasonable probability of success.’ ” Grupo Mexicano de Desarrollo S.A. v. Alliance Bond Fund, Inc., 527 U.S. 308, 340, 119 S.Ct. 1961, 144 L.Ed.2d 319 (1999). See also Digrugilliers v. Consolidated City of Indianapolis, 506 F.3d 612, 618 (7th Cir.2007) (claim must have “at least some merit.”). No matter what formulation is used in a given case, the showing required is a “low” one. Girl Scouts of Manitou Council, Inc., 549 F.3d at 1096. As noted, Pampered Chefs Complaint advances two claims against Ms. Pell and Ms. Mitchell. The first is for tortious interference with the contracts Pampered Chef had with the Director defendants. (Complaint, Count IV, ¶200, et seq.). Count IV charges that Ms. Pell and Ms. Mitchell, in their efforts to recruit for Park Lane, used proprietary information in the form of the identities of Pampered Chefs sales force that was provided to them by the defendant Directors. Pampered Chefs briefs have abandoned this aspect of the Complaint, however, and do not rely on the supposed proprietary nature of the names and contact information of members of the sales force provided to Pell and Mitchell. Rather, the theory is that Ms. Pell and Ms. Mitchell knew about the former Directors’ nonsolicitation clauses in their contracts and nonetheless induced them to provide the names of successful Directors and members of Pampered Chefs sales force. Under Illinois law, to succeed on this claim, Pampered Chef must demonstrate: (1) a valid and enforceable contract; (2) defendant’s awareness of the contractual obligation; (3) defendant’s intentional and unjustified inducement of the breach; (4) a subsequent breach caused by defendant’s unlawful conduct; and (5) resultant damages. Burrell v. City of Mattoon, 378 F.3d 642, 652 (7th Cir.2004). The second claim is for tortious interference with prospective economic advantage. (Complaint, Count V, ¶ 207, et seq.). This claim is discussed in detail infra at 807. 1. The Validity And Enforceability Of The Non-Solicitation Clause a. Post-employment restrictive covenants operate as partial restraints on trade and, as a result, are disfavored and carefully scrutinized under Illinois law. Advent Elecs., Inc. v. Buckman, 112 F.3d 267, 274 (7th Cir.1997); Cambridge Engineering, Inc. v. Mercury Partners 90 BI, Inc., 378 Ill.App.3d 437, 447, 316 Ill.Dec. 445, 879 N.E.2d 512 (1st Dist.2007). The enforceability of any restrictive covenant is a question of law. Liautaud v. Liautaud, 221 F.3d 981, 986 (7th Cir.2000). To be enforceable, it must be both reasonable and necessary to protect a legitimate business interest of the protected party. Id. at 987; Reliable Fire Equipment Co. v. Arredondo, 405 Ill.App.3d 708, 764, 346 Ill.Dec. 153, 940 N.E.2d 153, 197 (2nd Dist. 2010) (analyzing in detail the history of the legitimate business interest test in Illinois); Cambridge Engineering, Inc., 378 Ill.App.3d at 447, 316 Ill.Dec. 445, 879 N.E.2d at 522. If it is not, the clause is invalid and unenforceable. Reliable Fire Equipment Co., supra; Lifetec, Inc. v. Edwards, 377 Ill.App.3d 260, 273, 316 Ill.Dec. 710, 880 N.E.2d 188, 199 (4th Dist.2007). It is beside the point that “the parties agreed to such an arrangement.” Advent, 112 F.3d at 274. Courts will not enforce restrictive covenants that: (1) impose restrictions greater than those necessary to protect the legitimate interests of the protected party, (2) are oppressive to the restricted party, or (3) are harmful to the general public. Liautaud, 221 F.3d at 987 (collecting Illinois cases). Cf., Mohanty v. St. John Heart Clinic, S.C., 225 Ill.2d 52, 76, 310 Ill.Dec. 274, 866 N.E.2d 85, 98-99 (2006) (“In determining whether a restraint is reasonable, it is necessary to consider whether ... the restraint imposed is greater than is necessary to protect the promisee.’ ”); Kempner Mobile Elecs., Inc. v. Southwestern Bell Mobile Sys., LLC, 2003 WL 1057929, *19 (N.D.Ill.2003) (“In assessing the reasonableness of the restrictions [Illinois courts] consider the interests that [the protected party] seeks to protect by the restrictions; the duration and geographical scope of the restrictions; and the activities that are sought to be restrained.”). The threshold question is whether what Pampered Chef calls “maintaining a stable workforce” qualifies as a protectible, legitimate, business interest under Illinois law, and whether the means chosen are necessary and reasonable. Since questions of necessity and reasonableness always involve “a context-specific inquiry,” Jerman v. Carlisle, McNellie, Rini, Kramer & Ulrich LP A — U.S. -, 130 S.Ct. 1605, 1633, 176 L.Ed.2d 519 (2010), these questions cannot be answered in the abstract. The outcome necessarily will depend on the unique facts and circumstances of each case, Liautaud, 221 F.3d at 987; Outsource Intern., Inc. v. Barton, 192 F.3d 662, 666 (7th Cir.1999); Cambridge Engineering, Inc., 378 Ill.App.3d at 447, 316 Ill.Dec. 445, 879 N.E.2d at 522, and “[a]pplication of the legitimate-business-interest test will not produce the same result in all cases.” Reliable Fire Equipment Co., 405 Ill.App.3d at 735, 346 Ill.Dec. 153, 940 N.E.2d at 174. Whether there is a legitimate business interest and whether the means chosen are necessary and reasonable are matters of proof the law allocates to the party seeking the clause’s protections — here, Pampered Chef. Integrated Genomics, Inc. v. Kyrpides, 2010 WL 375672, *8 (N.D.I1I.2010). Pampered Chefs attempts to meet that burden are based largely on Arpac Corp. v. Murray, 226 Ill.App.3d 65, 76, 168 Ill. Dec. 240, 589 N.E.2d 640, 649-650 (1st Dist.1992). There, the defendant’s contract had a non-solicitation or “non-inducement” clause that prohibited him, for two years following the conclusion of his tenure with the plaintiff, from “inducting] or attempting] to induce, any employees, agents or sales personnel of Arpac to terminate any relationship with Arpac.” 226 Ill.App.3d at 69, 168 Ill.Dec. 240, 589 N.E.2d at 645. The defendant, who was plaintiffs vice president of marketing and sales, had engaged in “flurry of activity” immediately after his departure geared toward inducing one of plaintiffs salesmen and two specialists to leave the company. In affirming the trial court’s grant of injunctive relief, the appellate court said: [b]ecause it appears that the covenant restricting the solicitation of Arpac’s employees was reasonably calculated to protect Arpac’s interest in maintaining a stable work force, we find that this portion of the restrictive covenant was enforceable and not void. ‘ 226 Ill.App.3d at 76, 168 Ill.Dec. 240, 589 N.E.2d at 650. Pampered Chef contends that its encompassing non-solicitation clause is valid because such a clause was approved in Arpac. The defendants argue that the maintenance of a stable work force is not a legitimate business interest under Illinois law, and that Arpac was wrongly decided. Neither of these polar, absolutist positions is accurate, and Pampered Chefs literal reading of Arpac is contrary to the basic principles that inform the reading of judicial opinions. Statements in judicial opinions are not parsed as though we were dealing with the language of a statute, and general expressions and ultimate holdings must be read in light of the subject under consideration and the facts of the ease. See United States v. Skoien, 614 F.3d 638, 640 (7th Cir.2010) (en banc); All-Tech Telecom v. Amway Corp., 174 F.3d 862, 866 (7th Cir.1999). “[I]t is a disservice to judges and a misunderstanding of the judicial process to wrench general language in an opinion out of context.” Aurora Loan Services, Inc. v. Craddieth, 442 F.3d 1018, 1026 (7th Cir.2006). See also East St. Louis Laborers’ Local 100 v. Bellon Wrecking & Salvage Co., 414 F.3d 700, 705 (7th Cir.2005) (“Although we stated in [Local Lodge No. 1266, Intern. Ass’n of Machinists and Aerospace Workers, AFL-CIO v.] Panoramic [668 F.2d 276 (7th Cir.1981) ] that damages would not adequately remedy a permanent loss of jobs ... that language must be read in context.”); United States v. Gerke Excavating, Inc., 412 F.3d 804, 808 (7th Cir.2005); Colon v. Option One Mortgage Corp., 319 F.3d 912, 920 (7th Cir.2003). That Arpac was not intended as a general validation of every clause that prohibited the nonsolicitation of all employees is apparent from its recognition of the critical role the facts and circumstances of the case play in evaluating the necessity for and reasonableness of a restrictive covenant: “Enforceability of a restrictive covenant in an employment contract is dependent [the court said] on whether, given the particular facts of the case, the restraints imposed thereby are reasonably necessary for the protection of the employer’s business from unfair or improper competition.” 226 Ill.App.3d at 75, 168 Ill.Dec. 240, 589 N.E.2d at 649. In Arpac, the critical facts related to the employees’ specialized skills, strong relationships with long-time customers, and the very limited number of competitors in a highly specialized and competitive market. 226 Ill.App.3d at 74, 168 Ill.Dec. 240, 589 N.E.2d. at 648. The defendants’ rejection of Arpac is based on what they see as an absence of analysis by the court. While Arpac’s ultimate conclusion finds expression in a single sentence, there is a good deal more to the opinion than the defendants are willing to concede. As noted above, Arpac was mindful of and stressed the central role played by the facts of each case: Arpac manufactured sophisticated and complex shrink-wrap packaging machinery. Arpac’s sales to distributors comprised 80% to 85% of its total sales, with the balance of sales to end users. Of those distributors, the top 30 to 40 had an association with Arpac from three years to ten or more years, the average being five years. Because of the complexity of choosing the proper machinery, it took from six months to five years from the time a quote is first received until the machinery is installed at the customer’s work place. During that time, Arpac and its distributors determined, in cooperation with the customer, the type of features suitable to that customer’s needs. The shrink wrap packaging business in the United States, in which Arpac competed, consisted of fewer than ten other manufacturers of machinery, and comprised less than one percent of the total packaging industry. 226 Ill.App.3d at 67-68, 168 Ill.Dec. 240, 589 N.E.2d at 644. It was, in short, a highly specialized and highly competitive market with few players, all competing for the business of a small number of customers. Following his departure from Arpac, the defendant enticed away Arpac’s senior salesman, who had been with the company for ten years, Arpac’s production manager, and its electrical foreman, who had been with the company for thirteen years. 226 Ill.App.3d at 70, 168 Ill.Dec. 240, 589 N.E.2d at 646. These employees played an essential role in Arpac’s operations and in the “special relationship” it had with its customers. It was in this context that the court concluded that the maintenance of a stable work force was a legitimate business interest, and it is in this context that its holding must be understood. The importance of these facts to Arpac’s analysis and ultimate holding is further evidenced by Arpac’s reliance on Torrence v. Hewitt Associates, 143 Ill.App.3d 520, 97 Ill.Dec. 592, 493 N.E.2d 74 (1st Dist.1986). There, the restrictive covenant prohibited the plaintiff, a lawyer with a particular specialty, from working for a competitor of his employer following his termination of employment, from soliciting work from or performing work for one of his former employer’s clients and from attempting to hire the former employer’s employees. The court found that the employer had a protectible interest because the former employee “occupied a position of trust and confidence,” possessed unique skills, and had access to “ ‘confidential information of a sensitive nature’ like financial data, future business plans, client lists, confidential reports.” 143 Ill.App.3d at 527, 97 Ill.Dec. 592, 493 N.E.2d at 78. Recently, Integrated Genomics, Inc. v. Kyrpides, 2010 WL 375672, *10 (N.D.Ill.2010) (Lefkow, J.) held that Arpac was an accurate statement of Illinois law, and that “employers have a legitimate interest in preventing the solicitation of their employees by a former coworker.” The employees in that case were highly skilled and highly specialized — “world experts in microbial genomic analysis and metabolic reconstruction.” 2010 WL 375672, *10. Given the limited pool of competent replacements, the loss of the employees would have had a significant and detrimental impact on the employer. Similar concerns underlay Malone v. CORT Furniture Corp., 2002 WL 1874819 (N.D.Ill.2002) (Zagel, J.). CORT was “a small company where many of its employees perform key functions,” and the loss of even a small number would impact the company adversely. In this context, the court found Arpac instructive and concluded that CORT had a legitimate business interest in maintaining a stable workforce and granted a temporary restraining order against Malone, enforcing an 18-month prohibition against solicitation or hire of CORT’s employees. b. The defendants’ contention that Arpac has largely been rejected is inaccurate. (Defendants’ Response, at 12). The cases do not constitute a blanket rejection of the principle that maintenance of a stable work force can never be a legitimate and protectible business interest. Indeed, with one exception, the pertinent cases either explicitly or by necessary implication recognize that under Illinois law, a restrictive covenant that prohibits solicitation of employees may be enforceable. Whether it is will depend on the facts and circumstances of the particular case and the scope and duration of the clause. There can be no a priori answer. For example, YCA, LLC v. Berry, 2004 WL 1093385 (N.D.Ill.2004) (Leinenweber, J.) refused to hold that Arpac was wrongly decided. The court found highly instructive Pactiv Corp. v. Menasha Corp., 261 F.Supp.2d 1009, 1014 (N.D.Ill.2003) (Holderman, J.), which held that the plaintiff had a protectible interest in not having the defendant hire away at least some of its management level employees. Although Pactiv involved an employer-to-employer contract, the court found that Arpac did, indeed, have a role to play in the analysis. 2004 WL 1093385, *17. Ultimately, as in Pactiv, the court concluded that the covenant was overbroad and not sufficiently tailored to protect the plaintiffs legitimate interest in ensuring that its confidential information remained within its control. Indeed, the court found the covenant “absurd[ ]” since it would prevent the former employee from recruiting even a janitor to work as a postal carrier in Somalia. Id. at *17. Hay Group, Inc. v. Bassick, 2005 WL 2420415 (N.D.Ill.2005) does not reject the legitimacy of an employer’s interest in maintaining a stable work force. Had it done so, it would have been unnecessary to reach the question of the necessity for and reasonableness of the prohibition against soliciting any employee of the plaintiff or its worldwide affiliates. Rather, the case would have been decided on the basis that maintenance of a stable work force is not an interest recognized under Illinois law, and that would have been the end of the matter. The court, however, invalidated the clause because of its overbreadth: it was a “blanket prohibition” on soliciting any Hay employee, including the plaintiffs “janitorial staff.” 2005 WL 2420415, *7. The only case cited by the defendants that expressly rejects Arpac and adopts the principle that under no circumstances can a covenant prohibiting a former employee from soliciting remaining at-will employees be enforced is Unisource Worldwide, Inc. v. Carrara, 244 F.Supp.2d 977 (C.D.Ill.2003), which called Arpac a “misapplication of Illinois law.” Id. at 983. It held that the only legitimate business interests that could support a restrictive covenant in Illinois were protection of near-permanent customer relationships and confidential information or trade secrets. Id. Concluding that Illinois Appellate Court decisions are not binding, the court in Unisource refused to follow Arpac and chose instead to follow Schmersahl, Treloar & Co. v. McHugh, 28 S.W.3d 345, 351 (Mo.Ct.App.2000), which held that under Missouri law, an employer’s interests in protecting the stability of its “‘at-will work force is not one of the interests which may be protected by a restrictive covenant....’” Id. at 983 n. 2. Consequently, Unisource held that the restrictive covenant at issue was invalid insofar as it prohibited post-employment competition and solicitation or hiring of plaintiffs employees. There are several objections to preferring Unisource and McHugh to Arpac. First, district court cases are not binding precedent. Flying J, Inc. v. Van Hollen, 578 F.3d 569, 573 (7th Cir.2009). Second, while decisions from the Illinois Appellate Court are not binding, they are persuasive authority, Adams v. Catrambone, 359 F.3d 858, 862 (7th Cir.2004); AAR Aircraft & Engine Group, Inc. v. Edwards, 272 F.3d 468, 470 (7th Cir.2001), and should be followed in the absence of “a ‘compelling reason’ to believe that they have stated the law incorrectly.” Adams, 359 F.3d at 862; AAR Aircraft, 272 F.3d at 470. The decision of an intermediate Missouri court applying Missouri law is not a compelling reason to reject an Illinois Appellate Court case applying Illinois law. Third, in 2001, two years before Uni-source was decided, the Missouri Legislature passed a statute that effectively abrogated McHugh by permitting non-solicitation clauses of employees. See Morrow v. Hallmark Cards, Inc., 273 S.W.3d 15, 28 (Mo.App.2008). Mo.Rev.Stat. § 431.202.1 provides that “[a] reasonable covenant in writing promising not to solicit, recruit, hire or otherwise interfere with the employment of one or more employees shall be enforceable and not a restraint of trade” if it is between an employer and a non-clerical or secretarial employee, and does not continue for more than one year following the termination of employment. Section 431.202.2 further provides that the reasonableness of a covenant “shall be determined based upon the facts and circumstances pertaining to such covenant, but a covenant covered exclusively by subdivision (3) or (4) of subsection 1 of this section shall be conclusively presumed to be reasonable if its post-employment duration is no more than one year.” Under the statute, a non-solicitation clause is valid even if confidential or trade secret information or customer or supply relationships are not implicated. Fourth, Illinois protects at-will employment relationships from unjustifiable interference. See supra at 781. Uni-source’s and McHugh’s flat rejection of the protectability of an at-will relationship through a restrictive covenant is inconsistent with Illinois’s prohibition against tortious interference with such a relationship. Fifth, and perhaps most importantly, a year after Unisource was announced, the Illinois Supreme Court decided H & M Commercial Driver Leasing, Inc. v. Fox Valley Containers, 209 Ill.2d 52, 282 Ill. Dec. 160, 805 N.E.2d 1177 (2004). While the case did not decide the precise question here, it is a significant indicator of what the Supreme Court will do when that question comes before it. The facts were: The plaintiff was in the business of leasing truck drivers and related personnel. It entered into an agreement with the defendant to furnish licensed drivers. The contract provided that Fox Valley would not hire any of the leased personnel for a period of one year from the termination date of the agreement. (That would likewise prohibit any solicitation efforts toward that end). The contract contained a liquidated damages provision in the event of a breach by the defendant. Fox Valley hired one of the leased drivers, and the plaintiff sued, invoking the restrictive covenant. Stressing that the validity of a restrictive covenant is dependent on the facts and circumstances of the case, the Illinois Supreme Court held that the clause was valid, and that it was not an unreasonable restriction on the freedom of contract of members of the public. The court relied on the Virginia’s Supreme Court’s decision in Therapy Services, Inc. v. Crystal City Nursing Center, Inc., 239 Va. 385, 389 S.E.2d 710 (1990), which upheld a clause that prohibited nursing home customers from hiring the providers’ employees. The Virginia Supreme Court held that the restraint was reasonable and that the “provider has a legitimate interest in maintaining professional personnel in its employ— without such a clause the provider would become an ‘involuntary and unpaid employment agency.’ ” Concluding that Therapy Services, Inc “provides the most guidance with respect to the case at bar,” 209 Ill.2d at 62, 282 Ill.Dec. 160, 805 N.E.2d at 1183, the Illinois Supreme Court found the covenant constituted a reasonable way to protect the company’s “legitimate interest” in insuring against dissipation of its work force, its sole business asset. 209 Ill.2d at 64, 282 Ill.Dec. 160, 805 N.E.2d at 1184. While the court did not cite Arpac, its holding that a business has a legitimate interest in maintaining professional personnel in its employ — at least under certain circumstances — is sufficiently similar to Arpac’s conclusion that maintenance of a stable work force is a legitimate business interest that it cannot be said that Arpac is not an accurate statement of Illinois law. To the extent that Unisource refused to validate a restrictive covenant that prohibited post-employment hiring of former employees, it is at best difficult to reconcile with H & M. It is also difficult to perceive a principled difference between the interest deemed legitimate in H & M and that in Arpac. It does not matter whether one calls the interest “maintaining professional personnel in [one’s] employ” or “maintaining a stable work force.” c. If any consensus can be gleaned from the cases discussed above, it is that the interest in maintaining some stability within an employer’s work force can be a legitimate business interest. In this, as in other contexts, the facts and circumstances will vary and will determine the necessity for and reasonableness of the restrictions imposed by the employer to protect that interest; blanket prohibitions will seldom be deemed necessary or reasonable. See YCA, 2004 WL 1093385, *17-18; Hay Group, 2005 WL 2420415, *7, Pactiv Corp., 261 F.Supp.2d at 1014-1015. The party seeking the protection of the covenant must show that it imposes restrictions no greater than are necessary to protect the particular interest at stake. See supra at 782. The plaintiffs in cases like Hay Group and Pactiv Corp. were concerned with the obvious risks associated with the loss to competitors of employees with confidential information. In that context, even the defendants concede that an appropriately tailored, non-solicitation clause is a permissible device to protect a legitimate business interest. And Arpac, despite its broad reference to maintaining a stable work force, and its approval of the particular clause involved in that case, involved a specialized and stable workforce — which is not the situation here. Pampered Chef does not argue that it “manufactures sophisticated, expensive machinery, which requires a great deal of time and expense to market” and that it has to depend on a loyal, stable customer base, cultivated by sophisticated salespeople. See Arpac, 226 Ill.App.3d at 74, 168 Ill.Dec. 240, 589 N.E.2d at 648. It does not argue that its consultants and Directors are made up of highly educated individuals, with specialized expertise, whose numbers are limited, like the “world experts in microbial genomic analysis and metabolic reconstruction” in Integrated Genomics, 2010 WL 375672, *10. On the contrary, Pampered Chef takes anyone willing to participate in its direct sales model. Its instructional materials urge current salespeople to draw their recruits from fellow alumni, friends and acquaintances from church, school, clubs, and social groups. (Def.Rsp., Ex. H, at 6). This includes not only family and friends, but others known to the latter and so on ad infinitum. Neither skill nor background nor education nor highly specialized training are required. With nearly 60,000 at-will salespeople who come and go annually with metronomic regularity, Pampered Chef cannot be likened to the “ ‘small company,’ where many of its employees perform! ] key functions,” as in CORT Furniture, 2002 WL 1874819, *1. And, unlike the situation in YCA, Hay Group, and Pactiv, Pampered Chef does not claim that the non-solicitation clause is necessary to protect confidential information. In short, there is nothing in Pampered Chefs business operations that is remotely comparable to those situations that have been held to warrant a carefully tailored non-solicitation of employees clause to protect an employer’s interest in what may loosely be called maintenance of a stable work force, d. Obviously, “maintenance of a stable work force” — the business interest that is the basis for Pampered Chefs expansive, non-solicitation covenant — requires a work force that is stable in the first instance or at least one whose stability will likely result from the restrictive covenant. The evidence pre