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`United States Court of Appeals
`for the Federal Circuit
`______________________
`
`WHITEWATER WEST INDUSTRIES, LTD., A
`CANADIAN CORPORATION,
`Plaintiff-Appellee
`
`v.
`
`RICHARD ALLESHOUSE, AN INDIVIDUAL, YONG
`YEH, AN INDIVIDUAL, PACIFIC SURF DESIGNS,
`INC., A DELAWARE CORPORATION,
`Defendants-Appellants
`______________________
`
`2019-1852, 2019-2323
`______________________
`
`Appeals from the United States District Court for the
`Southern District of California in No. 3:17-cv-00501-DMS-
`NLS, Judge Dana M. Sabraw.
`______________________
`
`Decided: November 19, 2020
`______________________
`
`JOSEPH RICK TACHE and ROGER L. SCOTT, Buchalter, A
`Professional Corporation, Irvine, CA, argued for plaintiff-
`appellee. Also represented by KARI BARNES.
`
` MANUEL FEDERICO DE LA CERRA, The Law Office of Ma-
`nuel de la Cerra, Carlsbad, CA, argued for defendants-ap-
`pellants. Also represented by JEFF RAMBIN, Fairchild,
`Price, Haley & Smith, LLP, Nacogdoches, TX; JOHN
`ROBERTS, Roberts IP Law, Columbus, IN.
`
`

`

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`WHITEWATER WEST INDUSTRIES v. ALLESHOUSE
`
` ______________________
`
`Before DYK, MOORE, and TARANTO, Circuit Judges.
`TARANTO, Circuit Judge.
`Richard Alleshouse and Yong Yeh are named as the in-
`ventors on U.S. Patent Nos. 9,044,685 and 9,302,189,
`which claim water-park attractions that individuals may
`ride as if surfing, and on U.S. Patent No. 9,592,433, which
`claims nozzle configurations for regulating water flow in
`such surfing attractions. Pacific Surf Designs Inc., the
`company Messrs. Alleshouse and Yeh formed and operate
`to develop and market such attractions, is the assignee of
`the three patents. Whitewater West Industries, Ltd.
`(Whitewater) is the successor, for present purposes, of
`Wave Loch, Inc., which employed Mr. Alleshouse until just
`before he went into business with Mr. Yeh and the pa-
`tented inventions were conceived.
`Whitewater sued Mr. Alleshouse, Mr. Yeh, and Pacific
`Surf Design in the United States District Court for the
`Southern District of California, asserting claims for breach
`of contract and correction of inventorship. Specifically,
`Whitewater claimed that Mr. Alleshouse had to assign
`each of the ’685, ’189, and ’433 patents to Whitewater, as
`Wave Loch’s successor, under the terms of Mr. Alleshouse’s
`employment contract with Wave Loch. Whitewater also
`claimed that Mr. Yeh—who had not been employed by
`Whitewater or its predecessors and therefore was not un-
`der any alleged assignment duty—was improperly listed as
`an inventor on each of the three patents. The district court
`held that (a) Mr. Alleshouse breached the employment
`agreement, the agreement was valid under state law, and
`Whitewater was therefore entitled to assignment of the de-
`fendants’ patent interests, and (b) Mr. Yeh was improperly
`joined as an inventor. Whitewater West Indus., Inc. v. Al-
`leshouse, No. 17-cv-00501, 2019 WL 4261884 (S.D. Cal.
`Mar. 27, 2019) (March Decision); Whitewater West Indus.,
`
`

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`WHITEWATER WEST INDUSTRIES v. ALLESHOUSE
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`Inc. v. Alleshouse, No. 17-cv-00501, 2019 WL 4261883 (S.D.
`Cal. Aug. 1, 2019) (August Decision).
`We reverse. In particular, we reverse the judgment of
`breach of contract because we hold that the assignment
`provision is void under California law. It follows from that
`holding, as Whitewater does not dispute, that Whitewater
`lacks standing to contest inventorship. We therefore also
`reverse the judgment on the inventorship count without
`separately addressing the merits of inventorship. The de-
`fendants are entitled to judgment in their favor in this ac-
`tion.
`
`I
`A
`Two provisions of California law are central on appeal.
`First, California Business and Professions Code § 16600
`states: “Except as provided in this chapter, every contract
`by which anyone is restrained from engaging in a lawful
`profession, trade, or business of any kind is to that extent
`void.” Second, California Labor Code § 2870(a) provides:
`Any provision in an employment agreement which
`provides that an employee shall assign, or offer to
`assign, any of his or her rights in an invention to
`his or her employer shall not apply to an invention
`that the employee developed entirely on his or her
`own time without using the employer’s equipment,
`supplies, facilities, or trade secret information ex-
`cept for those inventions that either:
`(1) Relate at the time of conception or reduction
`to practice of the invention to the employer’s busi-
`ness, or actual or demonstrably anticipated re-
`search or development of the employer; or
`(2) Result from any work performed by the em-
`ployee for the employer.
`
`

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`WHITEWATER WEST INDUSTRIES v. ALLESHOUSE
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`Related to § 2870, California Labor Code § 2872 requires
`that an employer must “provide a written notification” to
`an employee that any assignment provision “does not apply
`to an invention which qualifies fully under the provisions
`of Section 2870.”
`
`B
`The ’685 and ’189 patents, which share a specification
`and are both titled “Water Attractions Involving a Flowing
`Body of Water,” describe and claim “water attractions in-
`volving a flowing body of water on a surface” that allows
`riders “to engage in boardriding maneuvers” that differ
`from “naturally occurring ocean wave shapes.” ’685 patent,
`col. 1, lines 52–56. Mr. Alleshouse and Mr. Yeh applied for
`the ’685 patent in October 2013, based on a provisional ap-
`plication filed in October 2012, and it was issued in June
`2015; they filed a continuing application in May 2015 that
`issued as the ’189 patent in April 2016. The ’433 patent,
`which issued in March 2017 and is titled “Nozzle Shapes
`and Configurations for Water Attractions Involving a Flow-
`ing Body of Water,” describes and claims “nozzle shapes
`and configurations which create a flowing body of water
`over a surface in a substantially uniform, radial orientation
`over a substantially changing ride surface.” ’433 patent,
`col. 2, lines 17–20. Mr. Alleshouse and Mr. Yeh filed the
`application that issued as the ’433 patent in October 2013
`based on a provisional application filed in October 2012.
`Mr. Alleshouse had begun working in the field of large-
`scale, sheet-wave attractions when he was hired by Wave
`Loch as a Field Engineer in October 2007. A sheet wave is
`a formation of water in a planar “sheet flow” with sufficient
`depth to replicate characteristics of a naturally occurring
`wave. ’685 patent, col. 1, lines 24–33. Mr. Alleshouse’s re-
`sponsibilities at Wave Loch included, in part, “assessing
`and documenting the physical condition of each ride vis-
`ited, along with its operating parameters,” and “work[ing]
`closely with the WaveLoch engineering staff doing research
`
`

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`and design work improving existing rides, and developing
`new rides utilizing 3D parametric modeling, numerical
`analysis, and other engineering principles.” J.A. 2257.
`On September 8, 2008, Mr. Alleshouse signed a “Cove-
`nant Against Disclosure and Covenant Not to Compete”
`with Wave Loch (Agreement). J.A. 1021–25. The Agree-
`ment includes the following assignment provision:
`a. Assignment: In consideration of compensation
`paid by Company, Employee agrees that all right,
`title and interest in all inventions, improvements,
`developments, trade-secret, copyrightable or pa-
`tentable material that Employee conceives or here-
`after may make or conceive, whether solely or
`jointly with others:
`(a) with the use of Company’s time, materials,
`or facilities; or
`(b) resulting from or suggested by Employee’s
`work for Company; or
`(c) in any way connected to any subject matter
`within the existing or contemplated business of
`Company
`shall automatically be deemed to become the prop-
`erty of Company as soon as made or conceived, and
`Employee agrees to assign to Company, its succes-
`sors, assigns, or nominees, all of Employee’s rights
`and interests in said inventions, improvements,
`and developments in all countries worldwide. Em-
`ployee’s obligation to assign the rights to such in-
`ventions shall survive the discontinuance or
`termination of this Agreement for any reason.
`J.A. 1022. The Agreement is governed by California law.
`J.A. 1024. It is undisputed on appeal that Whitewater, as
`successor to Wave Loch, is now Mr. Alleshouse’s counter-
`party on this Agreement.
`
`

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`Beyond the responsibilities stated in his job description
`at Wave Loch, Mr. Alleshouse was the product manager for
`Wave Loch’s FlowRider attraction—a sheet wave attrac-
`tion that uses a rectangular flow nozzle to direct water up-
`hill within a rectangular footprint—and was responsible
`for design drawings for that product. He also worked on
`Wave Loch’s WaveOz attraction—a 180-degree bowl-
`shaped water riding attraction that uses an array of noz-
`zles directed outward along the bowl radius. In addition,
`Mr. Alleshouse participated in discussions about potential
`attractions the company might produce, including one the
`company decided not to pursue, namely, an attraction that
`might compete with the Stingray attraction released by ri-
`val Murphy Waves in 2010 or 2011—a sheet-wave ride in
`the shape of a halfpipe, traditionally associated with skate-
`boarding, that would allow individuals to ride the water
`along the side walls.
`In early July 2012, Mr. Alleshouse contacted Mr. Yeh,
`a licensed attorney, to discuss Mr. Alleshouse’s obligations
`under the Agreement, and a few days later, the two dis-
`cussed the possibility of starting their own venture, to be-
`come known as Pacific Surf Designs. On July 27, 2012, Mr.
`Alleshouse resigned from Wave Loch, indicating that his
`last day with the company would be August 3, 2012. On
`August 4, 2012, Mr. Alleshouse began keeping a notebook
`of ideas for potential products to be sold by his and Mr.
`Yeh’s new venture. In early September, Mr. Yeh joined Mr.
`Alleshouse to “start testing out models, concepts, [and]
`ideas, in person.”
`On October 13, 2012, Messrs. Alleshouse and Yeh filed
`a provisional application that ultimately culminated in the
`issued ’685 and ’189 patents. On October 24, 2012, Messrs.
`Alleshouse and Yeh filed a provisional application that re-
`sulted in the ’433 patent.
`
`

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`C
`On March 13, 2017, Whitewater brought this action
`against Messrs. Alleshouse and Yeh and Pacific Surf De-
`signs. In its amended complaint, Whitewater alleged that
`the Agreement required Mr. Alleshouse to assign his rights
`in the three patents to Whitewater and that Mr. Yeh
`should be removed from inventorship status on all three
`patents. J.A. 78–91. It is undisputed that the result of
`Whitewater’s prevailing on these claims would be that
`Whitewater alone would own the three patents, which it
`could enforce against the defendants.1
`After a bench trial, the district court ruled for White-
`water. The court first rejected the defendants’ contention
`that the Agreement’s assignment provision is invalid under
`California law—specifically, under California Labor Code
`§§ 2870, 2872, and under California Business and Profes-
`sions Code § 16600. March Decision at *6–9. The court
`then held that Mr. Alleshouse breached the assignment
`provision by failing to assign the patent rights at issue (and
`rejected defenses of equitable estoppel and laches). Id. at
`*9–11. Finally, the court held that Mr. Yeh was not
`properly listed as an inventor on the patents. Id. at *12–
`13.
`
`As to invalidity of the assignment provision (the dis-
`positive issue on appeal), the district court began by reject-
`ing the defense of invalidity under California Labor Code
`§§ 2870 and 2872. Addressing § 2870, the district court
`stated that Alleshouse “fail[ed] to explain how requiring an
`employee to assign inventions ‘suggested by’ his work for
`
`1 Whitewater also asserted claims for intentional in-
`terference with contract and violation of California Busi-
`ness and Professions Code § 17200. The district court
`rejected those claims, March Decision at *11, and White-
`water has not sought to revive them on appeal.
`
`

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`the employer exceeds the scope of Section 2870, which per-
`mits an employer to require an employee assign inventions
`‘[r]elate[d] to’ the employer’s business.” Id. at *7–8 (second
`alteration in original). Relying on Cadence Design Sys-
`tems, Inc. v. Bhandari, No. 07-823, 2007 WL 3343085, at *5
`(N.D. Cal. Nov. 8, 2007), the district court stated that
`§ 2870 “permits the assignment of inventions conceived af-
`ter employment, so long as the inventive idea relates to the
`employer’s business . . . or results from work performed by
`the employee for the employer.” Id. at *8. As for § 2872’s
`requirement of a notification, the district court concluded
`that the section states no remedy for its violation and that
`absence of a § 2872 notification from Wave Loch was “not
`determinative” because “the subject matter of the patents
`in suit was integral to Mr. Alleshouse’s work at Wave Loch
`and would not have been subject to the notice requirements
`of Section 2872.” Id. at *7. The district court later added
`that it had considered the absence of notification but
`deemed it insufficient for an invalidity conclusion. August
`Decision at *4.
`The district court then briefly rejected the defense of
`invalidity under California Business and Professions Code
`§ 16600. Relying on Board of Trustees of Leland Stanford
`Junior University v. Roche Molecular Systems, Inc., 583
`F.3d 832, 845 (Fed. Cir. 2009), aff’d on other grounds, 563
`U.S. 776 (2011), the district court concluded that “the
`Agreement does not restrain Mr. Alleshouse from engaging
`in the sheet wave profession.” March Decision at *9. The
`district court reasoned that the Agreement “only requires
`him to assign inventions resulting from his work at Wave
`Loch or relating to Wave Loch’s business at the time he was
`there.” Id.
`Having held the Agreement’s assignment provision to
`be valid, the district court went on to find a breach. It ex-
`plained that the “evidence shows Mr. Alleshouse’s half-
`pipe/quarter-pipe invention was related to, and emanated
`from, Wave Loch’s business and research.” Id. at *10.
`
`

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`Citing Mr. Alleshouse’s responsibility as the “product man-
`ager for the Flowrider attraction at Wave Loch”; Wave
`Loch’s development of “radial, non-planar nozzles for its
`WaveOz attraction”; and Mr. Alleshouse’s access to “mod-
`els and drawings,” as well as “complete diagrams of similar
`nozzle structures,” the district court stated that “[c]ommon
`sense shows that the inventions at issue resulted from Mr.
`Alleshouse’s work at Wave Loch.” Id. On appeal, the de-
`fendants do not dispute the finding that the inventions
`come under the Agreement’s assignment provision (or the
`rejection of the equitable estoppel and laches defenses).
`The district court next ruled for Whitewater on its
`claim that Mr. Yeh was improperly named as an inventor
`on the three patents at issue. Id. at *12–13. The court
`determined that “Mr. Alleshouse alone conceived of the in-
`ventions” and that “Mr. Yeh’s contributions occurred there-
`after and are insufficient under the law.” Id. at *12. The
`district court later amended—largely supplemented—its
`findings on this issue. August Decision at *2–3.
`The defendants timely appealed. We have jurisdiction
`under 28 U.S.C. § 1295(a)(1).
`II
`On appeal, the defendants challenge the Agreement’s
`assignment provision as invalid both under § 16600 and
`under §§ 2870 and 2872. On appeal, the parties accept two
`important factual premises: first, the inventions at issue
`were not conceived until after Mr. Alleshouse left his job at
`Wave Loch; second, Mr. Alleshouse did not use any trade-
`secret or other confidential information belonging to Wave
`Loch (now Whitewater) in arriving at the patented inven-
`tions. The defendants, who do not appeal the determina-
`tion of breach, also now accept that the assignment
`provision applies to post-employment inventions. Relying
`on those now-undisputed premises, we conclude that the
`assignment provision is invalid under § 16600, and we re-
`ject Whitewater’s argument that § 2870 saves the provision
`
`

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`from invalidity under § 16600. We need not address the
`defendants’ argument for invalidation under § 2872, which
`Whitewater does not contend saves the assignment provi-
`sion from invalidity under § 16600. We therefore reverse
`the district court’s ruling on breach of contract.
`A
`The parties have not cited any decision of California’s
`Supreme Court or of its intermediate appellate courts that
`directly address how broadly, if at all, employment contract
`provisions may require assignment of inventions conceived
`post-employment and without use of the former employer’s
`confidential information. In this situation, we must try to
`predict, based on precedents that are relevant but not di-
`rectly on point, how the State’s highest court would rule on
`the issue before us. See Comm’r of Internal Revenue v.
`Bosch’s Estate, 387 U.S. 456, 465 (1967); see also Golden v.
`Cal. Emergency Physicians Med. Grp., 782 F.3d 1083, 1089
`(9th Cir. 2015) (Golden I) (same); Johnson v. Riddle, 305
`F.3d 1107, 1118 (10th Cir. 2002) (same).
`We review a district court’s interpretation of a State’s
`statutes de novo. Salve Regina Coll. v. Russell, 499 U.S.
`225, 239 (1991). In doing so, we give weight to decisions of
`federal courts that are “better schooled in” the law of the
`particular State involved. See Brockett v. Spokane Arcades,
`Inc., 472 U.S. 491, 500 (1985) (“district courts and courts of
`appeals are better schooled in and more able to interpret
`the laws of their respective States”); Propper v. Clark, 337
`U.S. 472, 486–87 (1949) (“In dealing with issues of state
`law that enter into judgments of federal courts, we are hes-
`itant to overrule decisions by federal courts skilled in the
`law of particular states unless their conclusions are shown
`to be unreasonable.”); see also, e.g., In re SuperValu, Inc.,
`925 F.3d 955, 963 (8th Cir. 2019) (discussing recent Sev-
`enth Circuit interpretation of Illinois law and “adopt[ing]
`its conclusion”); Factors Etc., Inc. v. Pro Arts, Inc., 652 F.2d
`278, 281 (2d Cir. 1981) (“It has frequently been observed
`
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`that a court of appeals should give considerable weight to
`state law rulings made by district judges, within the cir-
`cuit, who possess familiarity with the law of the state in
`which their district is located.”). In this case, the most on-
`point California federal-court decisions rendered before the
`ruling under review here support the defendants in their
`challenge to the contrary ruling of the California district
`court in this case.
`
`B
`The Agreement’s assignment provision has a broad re-
`straining effect that renders it invalid under § 16600 as
`that statute has been applied to employment contracts in a
`manner highly protective of former employees. We assess
`the provision based on its broad terms. Whitewater did not
`timely make any argument in this court that the provision
`could be upheld if we concluded that § 16600 might permit
`a narrower provision that covered Mr. Alleshouse’s partic-
`ular circumstance.2
`
`1
`The Agreement’s assignment provision is broad. It re-
`quires, among other things, that Mr. Alleshouse, as a
`
`
`2 Whitewater made no such argument in its brief in
`this court. See SmithKline Beecham Corp. v. Apotex Corp.,
`439 F.3d 1312, 1319 (Fed. Cir. 2006) (“Our law is well es-
`tablished that arguments not raised in the opening brief
`are waived.”). It has not addressed whether § 16600 allows
`such a judicial approach to overbroad agreements. See
`Kolani v. Gluska, 64 Cal. App. 4th 402, 406–07 (1998); Ap-
`plied Materials, Inc. v. Advanced Micro-Fabrication Equip-
`ment (Shanghai) Co., 630 F. Supp. 2d 1084, 1091 (N.D. Cal.
`2009); cf. Guth v. Minnesota Min. & Mfg. Co., 72 F.2d 385,
`389 (7th Cir. 1934) (discussing question of parsing agree-
`ment having invalid and valid parts).
`
`

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`former employee, assign to Wave Loch (or its successors,
`assignees, or nominees) all of his rights or interests in any
`invention he “may make or conceive,” “whether solely or
`jointly with others,” if the invention is either “resulting
`from or suggested by” his “work for” Wave Loch or “in any
`way connected to any subject matter within the existing or
`contemplated business of” Wave Loch. J.A. 1022. The as-
`signment duty applies to all of Mr. Alleshouse’s “rights and
`interests in said inventions . . . in all countries worldwide.”
`Id.
`
`No trade-secret or other confidential information need
`have been used to conceive the invention or reduce it to
`practice for the assignment provision to apply. The obliga-
`tion is unlimited in time and geography. It applies when
`Mr. Alleshouse’s post-employment invention is merely
`“suggested by” his work for Wave Loch. It applies, too,
`when his post-employment invention is “in any way con-
`nected to any subject matter” that was within Wave Loch’s
`“existing or contemplated” business when Mr. Alleshouse
`worked for Wave Loch.
`The restraining effect of these requirements is evident.
`For a number of years, Mr. Alleshouse worked for Wave
`Loch in a wide variety of capacities involving design and
`implementation of water attractions. Anyone in his posi-
`tion would have developed useful, specialized knowledge of
`the business of water attractions, wholly apart from any
`confidential information. Work in the same line of business
`was necessarily among the best and likeliest prospects for
`such an individual to pursue when leaving the employer.
`Yet under the Agreement’s assignment provision, pur-
`suit of the very prospects for which the individual “is par-
`ticularly fitted,” as the Seventh Circuit noted in 1934,
`carries a heavy price. Guth, 72 F.2d at 389. A wide range
`of inventions made after leaving the employer, for all time,
`would have to be assigned to that (now former) employer.
`The individual, and the individual’s new employer or
`
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`enterprise, would lose the likely competitive benefits of the
`exclusivity rights provided by patents on such new inven-
`tions—or, worse, could be subject to being sued by the for-
`mer employer, as assignee, for infringement of those very
`patents. The impairment of the individual’s ability to pur-
`sue his profession, trade, or business would be significant.
`A century ago, the Second Circuit explained that even
`an agreement providing just for an “exclusive license to use
`all other future patents and inventions devised or ac-
`quired” by a former employee—short of an actual assign-
`ment—“would be an extremely harsh one; it might even be
`found unconscionable, for it mortgages his inventive facul-
`ties to complainant for an indefinite period subsequent to
`employment.” Standard Plunger Elevator Co. v. Stokes,
`212 F. 893, 896 (2d Cir. 1914). A requirement of assign-
`ment, like the one at issue here, imposes an even harsher
`penalty on post-employment professional, trade, or busi-
`ness prospects—a penalty that has undoubted restraining
`effect on those prospects and that a number of courts have
`long held to invalidate certain broad agreements with
`those effects. See, e.g., Guth, 72 F.2d at 388–89 (partly in-
`validating, as “conflict[ing] with the public policy of the
`land,” broad agreement that required former employee to
`“turn over the children of his inventive genius” conceived
`after employment); id. at 387–89 (collecting case law); TLS
`Mgmt. & Mktg. Servs., LLC v. Rodriguez-Toledo, 966 F.3d
`46, 57–58 (1st Cir. 2020) (applying policy against overbroad
`non-compete clauses to overbroad non-disclosure agree-
`ments and collecting cases).
`Identifying this substantial restraining effect on for-
`mer employees does not suffice to answer the question
`whether a particular law-making authority has chosen to
`invalidate an agreement having such an effect. A law-mak-
`ing authority, in deciding on a policy to govern the issue,
`presumably would consider a variety of facially pertinent
`interests, among them the interests of former employees,
`the interests of employers, the overall societal interest, and
`
`

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`WHITEWATER WEST INDUSTRIES v. ALLESHOUSE
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`practicalities of implementing any policy chosen.3 The
`question for us is how California has resolved the issue—
`where there is no use of confidential information and the
`conceptions of the inventions post-date employment.
`2
`Our best assessment of California law on the subject is
`that California has chosen, in § 16600, to forbid the re-
`straint on former employees imposed by the agreement in
`this case. We begin with the California Supreme Court’s
`relevant pronouncements. That court recently reiterated
`that “[t]he language of section 16600 is broad on its face.”
`Ixchel Pharma, LLC v. Biogen, Inc., 470 P.3d 571, 582 (Cal.
`2020).4 And in that decision, the court, in adopting a flex-
`ible rule-of-reason approach to assess certain contracts be-
`tween businesses, distinguished and emphasized just how
`“strictly,” id. at 586, 588, § 16600 forbids agreements that
`impair the post-employment liberty of former employees,
`relying on a long line of cases culminating in Edwards v.
`
`3 For example, Whitewater notes a concern about the
`potential for “dishonest employees to withhold their best
`efforts and ideas from their current employers.” White-
`water Resp. Br. 16. That concern could be a part of the
`balance of relevant considerations, and it also might be ad-
`dressed by means other than assignment provisions, e.g.,
`disclosure requirements, see California Labor Code § 2871,
`or a duty of loyalty, see California Labor Code § 2859. See
`Iconix, Inc. v. Tokuda, 457 F. Supp. 2d 969, 997 (N.D. Cal.
`2006) (acknowledging assignment under duty of loyalty to
`employer); Cubic Corp., 185 Cal. App. 3d at 444, 451 (dis-
`cussing implications of disclosure requirement as part of
`employment contract). Whitewater asserted no such sepa-
`rate basis of liability in this case.
`4 Section 16600 is subject to exceptions “provided in
`this chapter,” i.e., §§ 16601, 16602, and 16602.5. Those ex-
`ceptions have not been invoked here.
`
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`Arthur Andersen LLP, 189 P.3d 285 (Cal. 2008). Ixchel, 470
`P.3d at 583–88.
`In Edwards, the California Supreme Court invalidated
`contractual provisions barring a former employee from
`working for or soliciting certain clients of his previous em-
`ployer for limited periods following his termination. 189
`P.3d at 288. In reaching its conclusion, the court rejected
`the notion that “a mere limitation on an employee’s ability
`to practice his or her vocation would be permissible under
`section 16600, as long as it was reasonably based,” explain-
`ing that the statute’s use of the word “restrain” does not
`“mean simply to ‘prohibit,’” id. at 291, and that the statute
`“evinces a settled legislative policy in favor of open compe-
`tition and employee mobility,” id., and “embodies the orig-
`inal, strict common law antipathy toward restraints of
`trade,” id. at 292–93. The court also rejected a “narrow-
`restraint exception” test for § 16600, articulated by the
`Ninth Circuit, as contravening California’s protection of
`employees. Id. at 293. The court emphasized that “Cali-
`fornia courts have been clear in their expression that sec-
`tion 16600 represents a strong public policy of the state
`which should not be diluted by judicial fiat.” Id. at 293 (in-
`ternal quotation marks omitted).
`In Ixchel, the California Supreme Court reiterated
`§ 16600’s special protectiveness of employees. It held that
`courts should apply “a reasonableness standard to contrac-
`tual restraints on business operations and commercial
`dealings,” but explained that its holding “do[es] not disturb
`the holding in Edwards and other decisions strictly inter-
`preting section 16600 to invalidate noncompetition agree-
`ments following the termination of employment or sale of
`interest in a business.” Ixchel, 470 P.3d at 588. Specifi-
`cally, the court explained that “the rationale in Edwards
`focused on policy considerations specific to employment
`mobility and competition: ‘The law protects Californians
`and ensures “that every citizen shall retain the right to
`pursue any lawful employment and enterprise of their
`
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`WHITEWATER WEST INDUSTRIES v. ALLESHOUSE
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`choice.”’” Id. at 587 (quoting Edwards, 189 P.3d at 291).
`This strict approach to § 16600 as applied to contracts re-
`straining former employees condemns the assignment re-
`quirement at issue here given the significant restraining
`effect the requirement has on former employees like Mr.
`Alleshouse.
`Since the California Supreme Court decided Edwards,
`the Ninth Circuit has confirmed the strictness and breadth
`of § 16600’s prohibition on contracts restraining former
`employees, especially but not only as to competition with
`the former employer. In Golden I, the Ninth Circuit con-
`sidered a “no-employment” provision from a settlement
`agreement stating that the former employee “shall not be
`entitled to work or be reinstated at any [former-employer]-
`contracted facility or at any facility owned or managed by”
`the former employer. 782 F.3d at 1085. The court ex-
`plained that § 16600 is not limited to non-competition pro-
`visions, noting that “the legislature adopted categorical
`language: ‘every contract’ that ‘restrain[s]’ anyone ‘from en-
`gaging in lawful profession . . . of any kind’ is ‘void.’”
`Golden I, 782 F.3d at 1090 (brackets and ellipsis in origi-
`nal). Recounting the California Supreme Court’s decision
`in Chamberlain v. Augustine, 156 P. 479 (Cal. 1916), the
`Ninth Circuit highlighted the “canonical statement” that
`“the crux of the inquiry under section 16600 is not whether
`the contract constituted a covenant not to compete, but ra-
`ther whether it imposes ‘a restraint of a substantial char-
`acter’ regardless of ‘the form in which it is cast.’” Golden I,
`782 F.3d at 1091. The Ni