The court declined to invoke the "blue pencil" doctrine—which would have allowed judicial reformation of the language to make it enforceable. This signals that Delaware will not rescue sale-of-business covenants that overreach, even when the parties are sophisticated actors in an M&A transaction. The decision aligns with recent precedent in Kodiak and Intertek, establishing a pattern of judicial skepticism toward restrictions that sweep beyond the actual competitive footprint of the acquired business.
Attorneys drafting purchase agreements should note that Delaware courts continue to police the nexus between restrictive covenants and the goodwill actually purchased. A five-year worldwide restriction tied to a regional business will not survive scrutiny simply because it appears in a sale agreement. Buyers relying on post-closing noncompete protections should ensure that temporal scope, geographic reach, and covered activities track the target company's genuine competitive space, not the buyer's broader enterprise.