Rush, C.J.
Indiana courts employ the “blue pencil doctrine” to revise unreasonable noncompetition agreements. This doctrine, though, is really an eraser.
Under the blue pencil doctrine, courts can make overbroad covenants reasonable by deleting language, but they may not add terms—even if the agreement contains a clause authorizing a court to do so. Here, the overbroad covenant cannot be blue-penciled to render it reasonable; so we vacate the section of the trial court’s preliminary injunction purporting to enforce that provision.
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As written, the Kolbe Agreement’s employee nonsolicitation covenant is overbroad because it applies to all Zimmer employees. Relying on the agreement’s reformation clause—which purported to give a court the power to modify unreasonable provisions—the Court of Appeals limited the covenant’s scope to only “those employees in which the company has a legitimate protectable interest.” Zimmer, 123 N.E.3d at 167–68. Heraeus Medical argues that adding language to the covenant contravenes Indiana’s established blue pencil doctrine. Zimmer, on the other hand, contends that reforming the overbroad covenant wouldn’t upend the blue pencil doctrine, but would rather “give effect to the parties’ stated intent.”
We disagree with Zimmer. Consistent with the history and purpose of Indiana’s blue pencil doctrine, courts cannot add terms to an unenforceable restrictive covenant in a noncompetition agreement—even when that agreement contains language purporting to give a court the power to do so. And because Zimmer’s nonsolicitation covenant is overbroad and cannot be blue-penciled in a way that would render it reasonable under Indiana law, the covenant is void and unenforceable. We summarily affirm the decision of the Court of Appeals on all other issues. See App. R. 58(A)(2).
I. The blue pencil doctrine does not allow a court to add language to an overbroad restrictive covenant.
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…We thus concur with those courts that have deemed the blue pencil doctrine a “sound and reasonable,” though imperfect, method to balance the interests of employers against those of employees. Mero, 277 F. Supp. 2d at 932; see also Smith, 4 N.E.3d at 786.
With the blue pencil doctrine’s general principles in hand, we now turn to whether the Kolbe Agreement’s reformation clause can render the doctrine inapplicable, by permitting a court to add language to the unreasonable covenant not to solicit Zimmer employees.
II. The blue pencil doctrine applies despite the Kolbe Agreement’s reformation clause.
The Kolbe Agreement contains a “reformation clause,” stating that the parties agree to give “any court interpreting the provisions of this Agreement . . . the authority, if necessary, to reform any such provision to make it enforceable under applicable law.”
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Zimmer’s reliance on Grider is misplaced because that case did not involve adding terms to an unenforceable restrictive covenant. Rather, the Grider majority interpreted a noncompetition provision’s language—stating that the agreement could be enforced “to the extent permitted by applicable law”—as limiting the provision’s scope to “the state of Indiana.” 650 N.E.2d at 84–85. [Footnote omitted.] Zimmer cannot point to, and we cannot find, any Indiana case where a court determined it was authorized to reform an unreasonable noncompetition agreement.
Instead, Indiana decisions have applied the blue pencil doctrine strictly….
Consistent with these cases, we conclude that parties may not, by “adding a magic phrase” like the Kolbe Agreement’s reformation clause, “delegate to the courts the task of drafting reasonable agreements.” Mero, 277 F. Supp. 2d at 929. While reformation clauses might encourage an interpreting court to blue-pencil an agreement, they do not allow a court to overstep the bounds of Indiana’s blue pencil doctrine by adding terms. See MacGill v. Reid, 850 N.E.2d 926, 933 n.4 (Ind. Ct. App. 2006) (noting that a noncompetition agreement containing a reformation clause “encourage[d] the use of the ‘blue pencil doctrine[]’”). To reason otherwise would spell the end of Indiana’s blue pencil doctrine by encouraging employers to draft obviously overbroad restrictive covenants and to then rely on courts to narrow them just enough to be reasonable. See Mero, 277 F. Supp. 2d at 929 (predicting such an outcome). This would frustrate the parties’ reasonable expectations, since courts cannot, after the fact, assume what the parties intended when they entered into the agreement. See Licocci, 445 N.E.2d at 561; Grider, 650 N.E.2d at 85 (Staton, J., dissenting).
We thus find that the blue pencil doctrine applies to the Kolbe Agreement, despite its reformation clause, to bar an interpreting court from adding language to limit the scope of its restrictive covenants. We now determine whether the Kolbe Agreement’s unenforceable employee nonsolicitation covenant can be blue-penciled or whether it must be wholly stricken from the preliminary injunction order.
III. Since the Kolbe Agreement’s covenant not to solicit employees cannot be blue-penciled, it cannot be enforced.
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A court can blue-pencil unreasonable provisions from a restrictive covenant if the covenant is clearly divisible into parts and if a reasonable restriction remains to be enforced after the unreasonable portions have been eliminated. But here, the covenant not to solicit “any individual employed” by Zimmer cannot be blue-penciled because there is no language that we could excise to render its scope reasonable. Thus, the overbroad covenant is void and unenforceable.
Conclusion
Indiana’s “blue pencil doctrine” is really an eraser—providing that reviewing courts may delete, but not add, language to revise unreasonable restrictive covenants. And parties to noncompetition agreements cannot use a reformation clause to contract around this principle. Because the Kolbe Agreement’s unenforceable covenant not to solicit Zimmer employees cannot be reformed, we vacate section 1(e) of the trial court’s preliminary injunction order—which purports to enforce that covenant— and remand.
David, Massa, Slaughter, and Goff, JJ., concur.