{ "id": 4296450, "name": "CITADEL INVESTMENT GROUP, LLC, Plaintiff-Appellant and Cross-Appellee, v. TEZA TECHNOLOGIES LLC et al., Defendants-Appellees and Cross-Appellants", "name_abbreviation": "Citadel Investment Group, LLC v. Teza Technologies LLC", "decision_date": "2010-02-24", "docket_number": "No. 1\u201409\u20142828", "first_page": "724", "last_page": "736", "citations": [ { "type": "official", "cite": "398 Ill. App. 3d 724" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "359 Ill. App. 3d 527", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5595094 ], "year": 2005, "pin_cites": [ { "page": "543" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/359/0527-01" ] }, { "cite": "70 Ill. App. 3d 469", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5578779 ], "weight": 9, "year": 1979, "pin_cites": [ { "page": "469-70" }, { "page": "470" }, { "page": "470" }, { "page": "470" }, { "page": "470" }, { "page": "470" }, { "page": "471" }, { "page": "471" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/70/0469-01" ] }, { "cite": "292 Ill. App. 3d 793", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1725138 ], "year": 1997, "pin_cites": [ { "page": "798" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/292/0793-01" ] }, { "cite": "339 Ill. App. 3d 291", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2469681 ], "weight": 2, "year": 2003, "pin_cites": [ { "page": "293" }, { "page": "294" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/339/0291-01" ] }, { "cite": "296 Ill. App. 3d 132", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 222633 ], "year": 1998, "pin_cites": [ { "page": "142" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/296/0132-01" ] }, { "cite": "329 Ill. App. 3d 293", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1472330 ], "weight": 7, "year": 2002, "pin_cites": [ { "page": "299" }, { "page": "295" }, { "page": "296" }, { "page": "298" }, { "page": "304-05" }, { "page": "304-05" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/329/0293-01" ] }, { "cite": "225 Ill. 2d 52", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5704663 ], "weight": 3, "year": 2006, "pin_cites": [ { "page": "62" }, { "page": "62-63" }, { "page": "63" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/225/0052-01" ] }, { "cite": "275 Ill. App. 3d 145", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 906769 ], "year": 1995, "pin_cites": [ { "page": "147" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/275/0145-01" ] }, { "cite": "375 Ill. App. 3d 1077", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 4272513 ], "weight": 5, "year": 2007, "pin_cites": [ { "page": "1089" }, { "page": "1089" }, { "page": "1087" }, { "page": "1087-88" }, { "page": "1088" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/375/1077-01" ] } ], "analysis": { "cardinality": 1230, "char_count": 32853, "ocr_confidence": 0.788, "pagerank": { "raw": 5.061447019797991e-08, "percentile": 0.31865487138439347 }, "sha256": "d4add0f27861f70b273a372254b0277e7a5dda4ca4c65d17517c82f2f2b59bcf", "simhash": "1:b1d4f4e56b1bb55c", "word_count": 5005 }, "last_updated": "2023-07-14T21:50:17.302697+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "QUINN and COLEMAN, JJ., concur." ], "parties": [ "CITADEL INVESTMENT GROUP, LLC, Plaintiff-Appellant and Cross-Appellee, v. TEZA TECHNOLOGIES LLC et al., Defendants-Appellees and Cross-Appellants." ], "opinions": [ { "text": "JUSTICE STEELE\ndelivered the opinion of the court:\nFollowing an evidentiary hearing, plaintiff Citadel Investment Group, LLC (Citadel), filed this interlocutory appeal pursuant to Illinois Supreme Court Rule 307(a)(1) (188 Ill. 2d R. 307(a)(1)), seeking reversal of the portion of the circuit court\u2019s order which granted preliminary injunctive relief lasting only through November 16, 2009, against defendant Mikhail Malyshev and through November 17, 2009, against defendants Jace Kohlmeier and Teza Technologies, LLC (Teza), and requesting a remand for the entry of an injunction of appropriate length. Defendants cross-appealed, contending that the circuit court erred in failing to dismiss the case and in entering a preliminary injunction because its ruling prevents the defendants from competing, and adopts an interpretation of the noncompetition agreements that violates public policy. For the following reasons, we affirm.\nBACKGROUND\nCitadel\nCitadel is a Chicago-based financial services firm founded in 1990 by Ken Griffin. Citadel has approximately 1,300 employees across the world, with 1,000 in Chicago. Citadel is best known for its alternative investment management products and manages approximately $14 billion of aggregate capital on behalf of pensions, retirement funds, foundations, endowments, and employees of Citadel. Citadel provides some traditional, fundamental investments through its global equities strategies. Citadel is also involved in quantitative investment, including: options market making, volatility arbitrage, statistical arbitrage and high frequency trading. Citadel was one of the first investment firms to engage in high frequency trading, which grew out of Citadel\u2019s work in statistical arbitrage. Citadel had been working on statistical arbitrage strategies for seven years at the time it started working on high frequency trading.\nA high frequency business consists of several interrelated parts, each of which is important: (a) recruiting and hiring high frequency talent; (b) building historical market data systems and parsers; (c) developing trading signals; (d) testing those signals against the collected historical market data; (e) creating real-time market data interfaces that permit the collection of data and the operation of trading strategies; (f) locating servers in strategic \u201cco-location\u201d exchanges; and (g) developing order entry and trading \u201cengines.\u201d Combined, these activities include both developing the tools to trade and building the tools to identify appropriate trades.\nBuilding a high frequency trading business requires finding the best personnel possible to perform overlapping work in information technology and quantitative research (QR) infrastructure. Recruiting and retaining employees is a critical and competitive portion of Citadel\u2019s high frequency business.\nHigh frequency trading also requires the development of a vast collection of historical market data. Citadel has been gathering market data since it began the high frequency business, which was built on the foundation of Citadel\u2019s prior quantitative investment work. The data system contains the rough equivalent of approximately 100 times the amount of data included in the Library of Congress. In order to use the historical market data, codes and programs must be written to translate, organize and replay it. This process involves writing code to review and organize the data into a coherent and usable format. Market data replayers allow a particular signal or \u201calpha\u201d to be tested over historical market data. Citadel developed these tools in building its high frequency business. A combination of signals or \u201calphas\u201d may be used in a trading strategy.\nMoreover, Citadel built trading engines that read incoming real-time market data and, when the opportunity arises, execute its trading strategies and alphas to buy and sell securities. This is a critical piece of the infrastructure and of the entire interrelated network.\nThere is significant overlap and cooperation in Citadel\u2019s high frequency group between individuals working on development of alphas or signals and other quantitative research and those working on information technology, trading engines, and other aspects of the infrastructure. Citadel\u2019s quantitative and infrastructure teams have worked together in a continuous, cooperative process to develop the high frequency business over a period from 2004 through 2009.\nMalyshev and Kohlmeier\nMalyshev joined Citadel\u2019s high frequency group in the fall of 2003. Although he had no training or professional trading experience or training, he had a Ph.D in plasma physics, had previously worked as a management consultant, and had a quantitative background. Kohlmeier was hired into Citadel\u2019s finance technology associates program in the information technology (IT) department in July 2002, directly out of graduate school. Kohlmeier joined the high frequency group in January 2004. Prior to joining Citadel, Kohlmeier had no experience in algorithmic or high frequency trading.\nMalyshev oversaw every aspect of Citadel\u2019s high frequency business, including the building of the IT infrastructure for the high frequency business. Kohlmeier reported to Malyshev from early 2004 until Malyshev resigned in February 2009. Additionally, Malyshev was responsible for recruiting and hiring Citadel\u2019s high frequency talent, interfacing with both internal and external recruiters used by Citadel.\nMalyshev also worked on Citadel\u2019s alphas and was responsible for approving the trading strategies used by Citadel\u2019s high frequency group. Kohlmeier made sure the alphas \u201ctraded right\u201d and that trading was \u201crobust.\u201d While at Citadel, Kohlmeier would often make use of an \u201calpha\u201d that looked at a weighted midprice and had some predictive elements to it.\nJoe Kelley, Richard May, and Brian Stube (as well as three others) reported directly to Kohlmeier and also worked on Citadel\u2019s alphas and signals. Kohlmeier conducted weekly meetings with them which included technical discussions of the signals and strategies being worked on by individuals in the group.\nKohlmeier wrote the code for the Phase Zero HFE System at Citadel, which was the high frequency group\u2019s first order entry system and trading engine. The Phase Zero HFE System was based on infrastructure previously used by Citadel to send orders back and forth to trade Korean options. Kohlmeier made changes to that IT system so that it would allow the high frequency group to trade on the National Association of Securities Dealers Automated Quotation System (NASDAQ). The high frequency group made trades through Kohlmeier\u2019s Phase Zero HFE System though, according to Kohlmeier, those trades lost a small amount of money and the system was \u201cturned off.\u201d\nMalyshev also played a crucial role in the construction of Citadel\u2019s high frequency trading platform infrastructure. He provided the requirements for the infrastructure rollout that was completed by Citadel\u2019s high frequency team. Malyshev was involved in frequent meetings and was an important part of developing Citadel\u2019s infrastructure.\nCitadel\u2019s Security Measures to Protect Its High Frequency Business\nIn order to protect the confidential nature of its high frequency work, Citadel instituted a number of physical and electronic security measures. The physical security measures included limited identification-card access to the building and certain floors, security cameras, and a dedicated Citadel security team. The electronic security measures included password protection and encryption of relevant computer systems, computer-access limitations, and a second level of encryption for some of Citadel\u2019s source code. Access to high frequency source code was given out on a need-to-know basis only and was strictly limited.\nCitadel also used employment agreements as an additional tool in protecting its confidential information related to high frequency trading. Every employee in the high frequency group had to sign a non-competition agreement at some point during their employment. Citadel employees were also required to sign nonsolicitation and nondisclosure agreements to protect Citadel\u2019s business interests and its confidential information.\nBecause of their important roles at Citadel and their access to confidential information, both Malyshev and Kohlmeier were required to execute noncompetition, nonsolicitation and nondisclosure agreements with Citadel, and they entered into a partnership agreement. Malyshev signed his noncompetition agreement on August 3, 2004, and Kohlmeier signed his noncompetition agreement on April 13, 2005. Malyshev entered into his nondisclosure agreement on January 21, 2004, and Kohlmeier entered into his on April 13, 2005. Malyshev executed the \u201cCitadel Partners Equity Participants, LP Limited Partnership Agreement\u201d on July 21, 2008; Kohlmeier executed the same agreement on July 23, 2008.\nThe noncompetition agreements signed by Malyshev and Kohlmeier provide in relevant part as follows:\n\u201c1. Noncompetition. During my employment with Citadel, and during the Restricted Period following the end of my employment, I agree not to, directly or indirectly, engage in any Competitive Activity.\n(a) \u2018Restricted Period\u2019 means the 0, 3, 6 or 9 month period following the end of my employment with Citadel, as elected by Citadel within 10 days following the end of my employment.\n(b) \u2018Competitive Activity\u2019 I will be engaging in a Competitive Activity if:\n(i) I become an employee of a Competitive Enterprise in a capacity I was in, or provide services that are similar [szc] I provided, or with responsibilities that are similar to the responsibilities I had, in each case, when I was employed by Citadel; or\n* * *\n(v) I directly or indirectly become a partner or principal of a Competitive Enterprise; or\n(vii) I directly or indirectly form, or acquire greater than a 5% equity, voting, revenue, income, profit, loss or other economic interest in a Competitive Enterprise.\n(c) \u2018Competitive Enterprise\u2019 means any business that\n(i) engages in any of the investment strategies, trading strategies or any other business activities identical or similar to any of those engaged in by Citadel, or (ii) owns or controls a significant interest in any entity that engages in any of the investment strategies, trading strategies or any other business activities identical or similar to any of those engaged in by Citadel.\n3. Reasonableness of Restrictions. I understand the global nature of Citadel\u2019s businesses and the effort Citadel undertakes to develop, preserve and protect its business and competitive advantage. Accordingly, I agree that the scope and duration of the restrictions and limitations described in this Agreement are reasonable and necessary to protect the legitimate business interests of Citadel, even if any provision of Section 1 may limit my ability to earn a livelihood in a business that is identical or similar to the businesses in which Citadel is engaged for some period of time.\u201d\nMalyshev and Kohlmeier also signed nonsolicitation agreements in which they agreed not to \u201cdirectly or indirectly\u201d solicit or induce any \u201cCitadel Employee\u201d to cease employment with Citadel \u201cduring [his] employment with Citadel, and during the 12-month period following the end of [his] employment with Citadel.\u201d A \u201cCitadel Employee\u201d includes a person who was employed at Citadel at the time of the contact or at any time within the 30-day period \u201cimmediately preceding such contact, solicitation, or inducement.\u201d The nonsolicitation agreements also prohibited making \u201cany oral or written statement to any third party that disparages, defames, or reflects adversely upon Citadel, or any of its principals, officers, employees or services.\u201d\nAdditionally, Malyshev and Kohlmeier each executed a nondisclosure agreement with Citadel in which they acknowledged that Citadel had \u201cdevoted considerable resources in developing its proprietary trade secrets and know-how,\u201d and recognized that \u201csuch proprietary trade secrets and know-how, as well as all other information relating to Citadel\u2019s activities that is not generally known outside of Citadel,\u201d is the \u201ckey to Citadel\u2019s competitive advantage and business.\u201d Maly-shev and Kohlmeier also acknowledged that \u201cany loss or erosion of Citadel\u2019s competitive advantage through the disclosure or improper use\u201d of its trade secrets could have \u201csevere repercussions on Citadel\u2019s business.\u201d Further, Malyshev and Kohlmeier both agreed that they would \u201cuse Confidential Information only as required to perform [their] duties for Citadel (and not for [their] personal benefit or the benefit of any other individual or entity).\u201d\nSection 3.1(d) of the partnership agreement executed by Malyshev and Kohlmeier required each partner to \u201cinform the General Partner of all business activities in which he engages at any time prior to eighteen months following such Covered Person\u2019s Termination.\u201d\nFurther, Citadel\u2019s employee handbook specifies that employees are \u201cstrongly discouraged from using any Citadel Communication System to access [their] personal e-Mail account held on third-party e-Mail systems such as Hotmail, private ISP mail servers, etc.\u201d Employees with remote access are discouraged from \u201cusing non-Citadel e-Mail accounts (i.e., Hotmail, Yahoo, AOL) or other external resources to conduct Citadel business, thereby ensuring that official business is never confused with personal business.\u201d The employee handbook demands that former employees protect Citadel\u2019s information: \u201cIf you leave Citadel, you may not in any way use confidential or proprietary information obtained while working here.\u201d\nMalyshev\u2019s Plans to Leave Citadel\nAccording to Malyshev, he thought about having his own high frequency trading company frequently while he was employed by Citadel and began informing others of his desire as early as 2007. Malyshev consulted with attorneys in 2007 concerning his Citadel employment agreements and he spoke with Kohlmeier as early as 2007 about his future ambitions, specifically stating that he wanted to run his own company. By the end of 2007, Malyshev had specifically discussed starting his own trading firm with an attorney. Malyshev continued to think about leaving Citadel and forming his own business throughout 2008. In the first quarter of 2008, Malyshev again discussed the Citadel agreements with attorneys. In February 2008, Kohlmeier informed Malyshev of a conversation that he had with James Yeh, Malyshev\u2019s boss and the manager of the high frequency trading business, in which he expressed his desire to work with Maly-shev in the future, even if it was outside of Citadel. In 2008, Malyshev had discussions with other Citadel employees about forming his own company, including Kelley, May, and Benjamin Blander. From mid to late 2008 until his resignation, Malyshev told May that his \u201cdream scenario\u201d was to run his own company. Malyshev told Kelley and May that if he were to start his own business, he would structure it like Jump, a competitor of Citadel\u2019s that uses a model called a \u201cbucket shop.\u201d In a bucket shop model, the company builds a trading platform and then allows third parties to trade their strategies on it in return for a percentage of their profits.\nIn mid-2008, Malyshev told Kelley that he planned to leave Citadel and discussed his future plans, including options at other firms and opportunities to build a team. Also in 2008, Malyshev began communicating with recruiters, some of whom recruited for Citadel, in order to build his team for the new venture. By December 2008, Maly-shev was 80% certain that he was leaving Citadel in February 2009. He reached out to former Citadel in-house counsel Matthew Hinerfeld to discuss leaving Citadel and forming his own business and entered into an attorney-client relationship with Hinerfeld on December 6, 2008. Their discussions included Malyshev\u2019s employment agreements with Citadel and the possibility of Malyshev leaving Citadel and starting his own business. Specifically, they discussed the possibility of Malyshev starting an independent trading firm and Hinerfeld serving as the general counsel of the firm. Additionally, Malyshev continued to discuss his desire to leave Citadel and form his own business with Citadel employees Kelley, May and Stube.\nMalyshev and Kohlmeier Resign: the Birth of Teza\nMalyshev resigned from Citadel on February 16, 2009, and Kohlmeier resigned the following day. On February 19, 2009, James Thomas, Kelley, May and Stube approached Yeh about resigning. On February 22, 2009, Yeh called Malyshev and informed him that if he had solicited Thomas, Kelley, May and Stube, Citadel would pursue legal action. Additionally, Yeh asked Malyshev to help persuade them to stay at Citadel, and Malyshev spoke with them. Shortly thereafter, May, Kelley and Stube returned to Citadel.\nAfter his resignation, Malyshev received a letter from Citadel\u2019s general counsel, reminding him of his obligation to return all Citadel documents, electronic information and data from his home or personal computers, and then to delete any copies. However, Malyshev failed to return any documents or information to Citadel and retained one of Citadel\u2019s confidential profit and loss statements, which contained detailed profit and loss information broken down by high frequency strategy. Yeh testified that this statement would provide a roadmap for people aware of Citadel\u2019s trading strategies to compete against Citadel by knowing when, where and how Citadel makes its money in the high frequency business.\nCitadel elected a nine-month restricted period following the resignations of Malyshev and Kohlmeier pursuant to the noncompetition agreements. Under those agreements, Malyshev was entitled to a restricted period payment of $30,000 per month and Kohlmeier was entitled to a restricted period payment of $21,000 per month.\nDuring the week that they resigned and during their 30-day non-solicitation period, Malyshev and Kohlmeier met once at Malyshev\u2019s home. They testified that they did not discuss any future business that day, but on March 23, 2009, they again met at Malyshev\u2019s home, at which time they discussed a new high frequency business and agreed to go into business together. Three days later, Malyshev, Kohlmeier and Hinerfeld incorporated Pelagicus Group LLC (Pelagi-cus) in Delaware. Pelagicus is the entity that later became Teza. On April 28, 2009, Malyshev, Kohlmeier and Hinerfeld formed more entities, including Teza ip LLC; Teza Technologies, LLC; and Teza Trading LLC.\nCitadel learned of Teza\u2019s formation on July 6, 2009, and filed an emergency motion for preliminary injunction on July 9, 2009. Additionally, Citadel sought sanctions against Malyshev and Teza upon learning that Malyshev ran commercial scrubbing software on his personal computers and destroyed evidence during the pendency of the instant lawsuit and after the trial court entered an order for the preservation of evidence.\nThe Evidentiary Hearing and Trial Court\u2019s Findings\nAn evidentiary hearing was held over several days beginning on September 28, 2009, and the trial court subsequently issued a written memorandum opinion detailing its findings. With respect to Citadel\u2019s motion for sanctions, the trial court found that: although Malyshev was a principal and an owner of Teza, the evidence showed that he acted on his own without Teza\u2019s approval or authority in scrubbing his computers. As such, the court found that sanctions could not be imposed against Teza for Malyshev\u2019s misconduct. The court did, however, find that sanctions were warranted against Malyshev.\nRegarding Citadel\u2019s motion for a preliminary injunction, the trial court noted that Citadel sought, without prejudice, injunctive relief on counts I, II and V of its first amended complaint. Count I alleged that Malyshev and Kohlmeier violated their noncompetition agreements; count II alleged that Malyshev and Kohlmeier violated their nonsolici-tation agreements; and count V alleged breach of fiduciary duty against Malyshev and Kohlmeier. Specifically, Citadel sought the following relief against Malyshev, Kohlmeier and Teza:\n\u201c(1) an order enjoining Malyshev and Kohlmeier from any involvement with, or any work for, Teza for a period of nine months following the date the court enters its injunction order, plus any additional period of time for which the court finds that they competed with or breached fiduciary duties to Citadel during their employment;\n(2) an order enjoining Teza from doing any work whatsoever for a period of nine months from the date the court enters the injunction order, and directing that all work done to date be destroyed; and\n(3) an order enjoining all defendants from soliciting any Citadel employees for twelve months from the date the Court enters the injunction order.\u201d\nThe trial court further found that Malyshev and Kohlmeier, by forming, working for and owning Teza, engaged in competitive activities as defined in the noncompetition agreements. Additionally, the court found that Malyshev and Kohlmeier violated the nonsolicitation agreements in that Malyshev induced Kohlmeier to leave Citadel or that they solicited each other to form Teza prior to the expiration of the nonsolicitation period. The trial court did not make a finding on the merits of Citadel\u2019s breach of fiduciary duties claims.\nAs a result of its findings, the trial court partially granted Citadel\u2019s motion for preliminary injunction against the defendants as follows: (1) Malyshev, Kohlmeier and Teza were enjoined from engaging in any competitive activity as defined by the noncompetition agreements beginning with the date of the order (October 16, 2009) and ending at the termination of Malyshev\u2019s and Kohlmeier\u2019s restricted periods as set forth in the noncompetition agreements and Teza was enjoined for the longer of the two periods; and (2) Malyshev and Kohlmeier were enjoined from directly or indirectly hiring, soliciting, or inducing any Citadel employee, as defined in the nonsolicitation agreements, to leave Citadel for the 12-month period as set forth in the agreements. In so finding, the trial court noted that neither the noncompetition nor the nonsolicitation agreements contained provisions for an extension of the restriction period based on a violation of their terms. This interlocutory appeal and cross-appeal followed.\nDISCUSSION\nOn appeal, Citadel contends that the trial court erred in granting preliminary injunctive relief lasting only through November 16, 2009, against defendants. Citadel seeks an injunction that ensures compliance with the full nine-month, noncompetition period and argues that the relief sought: (1) is consistent with Illinois law; (2) is consistent with the rule in the majority of other jurisdictions; and (3) is consistent with common sense, logic, and public policy. Additionally, Citadel contends that the facts of this case illustrate why courts of equity must have the power to enforce the entire agreed-upon noncompetition period.\nIn their cross-appeal, defendants contend that the trial court erred by issuing an injunction based on violations of the noncompetition agreements for the following reasons: (1) the court\u2019s interpretation of the agreements improperly restricts defendants\u2019 postemployment activities; (2) the court\u2019s ruling ignores the plain language of the agreements, violates the law and leads to absurd results; (3) the court\u2019s interpretation of the agreements violate public policy; and (4) Teza is not a competitive enterprise. Additionally, defendants contend that the court erred when it entered a preliminary injunction based on the nonsolicitation agreements.\nA preliminary injunction is a provisional remedy granted to preserve the status quo pending a hearing on the merits of a case. See Stenstrom Petroleum Services Group, Inc. v. Mesch, 375 Ill. App. 3d 1077, 1089 (2007). It is an \u201c \u2018extraordinary remedy used only in situations where an extreme emergency exists and serious harm would result in the absence of an injunction.\u2019 \u201d Stenstrom Petroleum, 375 Ill. App. 3d at 1089, quoting Audio Properties, Inc. v. Kovach, 275 Ill. App. 3d 145, 147 (1995). The party seeking a preliminary injunction is required to demonstrate (1) a clearly ascertained right in need of protection, (2) irreparable injury in the absence of an injunction, (3) no adequate remedy at law, and (4) a likelihood of success on the merits of the case. Mohanty v. St. John Heart Clinic, S.C., 225 Ill. 2d 52, 62 (2006). A decision to grant or deny a preliminary injunction is generally reviewed for an abuse of discretion. Mohanty, 225 Ill. 2d at 62-63. However, whether injunctive relief should issue to enforce a restrictive covenant not to compete in an employment contract depends upon the validity of the covenant, which is a question of law. Mohanty, 225 Ill. 2d at 63.\nAn injunction will not be set aside on review unless the trial court abuses its discretion and holds contrary to the manifest weight of the evidence. Prairie Eye Center, Ltd. v. Butler, 329 Ill. App. 3d 293, 299 (2002), citing R.L. Polk & Co. v. Ryan, 296 Ill. App. 3d 132, 142 (1998). Additionally, courts strictly construe and interpret covenants not to compete, and any doubts or ambiguities must be resolved against the restrictions. Marwaha v. Woodridge Clinic, S.C., 339 Ill. App. 3d 291, 293 (2003); Bloomington Urological Associates v. Scaglia, 292 Ill. App. 3d 793, 798 (1997).\nCitadel contends that the trial court should have extended the restriction period in the noncompetition agreements so that it would have received a full nine months as contemplated under the agreement. Citadel argues that the trial court\u2019s refusal to enjoin the defendants for the full nine months was inconsistent with this court\u2019s decision in Electronic Support Systems, Inc. v. Schattke, 70 Ill. App. 3d 469 (1979), and is inconsistent with \u201cequity, common sense and good public policy.\u201d We disagree.\nIn Electronic Systems, the employer sought preliminary injunctive relief to enforce the restrictive covenant in an employment contract. Electronic Systems, 70 Ill. App. 3d at 469-70. On November 9, 1976, the parties entered into an employment contract, which contained a restrictive covenant not to compete for 18 months after termination of employment. Electronic Systems, 70 Ill. App. 3d at 470. On December 10, 1976, defendant\u2019s employment was terminated, and the 18-month restriction began that day. Electronic Systems, 70 Ill. App. 3d at 470. Defendant subsequently engaged in conduct that violated the restrictive covenant during the 18-month restriction period. Electronic Systems, 70 Ill. App. 3d at 470. Plaintiff filed its complaint on August 29, 1978, more than 20 months after defendant\u2019s employment terminated, contending that defendant violated the noncompetition agreement within the 18 months following his termination, and seeking injunctive relief. Electronic Systems, 70 Ill. App. 3d at 470. As part of its evidence, plaintiff introduced a letter written to defendant in January 1978, advising him of his violation of the restrictive covenant. Electronic Systems, 70 Ill. App. 3d at 470. The court declined to extend the effect of the contract period, even though defendant allegedly breached his covenant not to compete within the 18-month restriction period. Electronic Systems, 70 Ill. App. 3d at 471. In so holding, the court noted that in certain instances, injunctive relief might be appropriate even after the expiration of the contractual period, but found that, under the circumstances presented, the grant of a preliminary injunction after the expiration of the restrictive covenant would have been an unreasonable restriction of trade. Electronic Systems, 70 Ill. App. 3d at 471.\nWe find that the trial court\u2019s decision was not contrary to the decision of this court in Electronic Systems, and despite Citadel\u2019s contention to the contrary, it is factually similar to Stenstrom. The trial court, while finding that defendants breached their noncompetition agreements, noted that the agreements did not provide for any extension of the restrictive period beyond that which was bargained for. In so doing, the trial court cited the Second District\u2019s opinion in Sten-strom as support for its finding.\nIn Stenstrom, the trial court enjoined the defendant for six months after he left the plaintiff\u2019s employment under the terms of their restrictive covenant. Stenstrom, 375 Ill. App. 3d at 1087. On appeal, Stenstrom contended, as does Citadel in the instant case, that the six months should have commenced as of the date the preliminary injunction was entered because otherwise, the injunction would apply to conduct that had already occurred, and it was entitled to the full six-month period of noncompetition for which it bargained. Stenstrom, 375 Ill. App. 3d at 1087-88.\nIn so arguing, Stenstrom relied upon the Fourth District\u2019s opinion in Prairie Eye Center, Ltd. v. Butler, 329 Ill. App. 3d 293 (2002). In that case, the defendant entered into a two-year covenant not to compete. Prairie Eye Center, 329 Ill. App. 3d at 295. The trial court, after finding the covenant valid and enforceable, entered a preliminary injunction in 1999, finding that the defendant repeatedly violated his covenant not to compete. Prairie Eye Center, 329 Ill. App. 3d at 296. Following trial, the court entered a permanent injunction in 2000, in which it extended the restrictive covenant by two years. Prairie Eye Center, 329 Ill. App. 3d at 298. On appeal, the appellate court affirmed the trial court\u2019s judgment, additionally finding that the language of the covenant provided for an extension of the restriction upon proof of its breach. Prairie Eye Center, 329 Ill. App. 3d at 304-05.\nThe court in Stenstrom specifically found Prairie Eye Center to be distinguishable because the language within the restrictive covenant at issue in Prairie Eye Center provided for extension of its terms. See Prairie Eye Center, 329 Ill. App. 3d at 304-05. Stenstrom\u2019s noncompetition agreement with Mesch only provided for a six-month restrictive agreement beginning on the termination of employment date and contained no provision for any extension of that restrictive period or modification of the commencement date. Stenstrom, 375 Ill. App. 3d at 1088.\nTurning to the case at bar, a similar conclusion is apparent from the evidence as presented in this case. Here, Citadel\u2019s noncompetition agreements allowed it to opt for a restrictive period of zero, three, six or nine months after an employee ceased working for Citadel. Citadel opted for a nine-month restrictive period for both Malyshev and Kohlmeier, commencing on February 16, 2009, and February 17, 2009, respectively. Under the plain language of the restrictive covenants, they each terminated, by their own terms, nine months after termination of employment, or November 16, 2009, for Malyshev, and November 17, 2009, for Kohlmeier. The agreements contained no provision allowing for an extension of time or modification of the commencement date. Accordingly, the trial court granted the parties the benefit of their bargain, a restrictive covenant that would end nine months after the termination of employment. This conclusion is reinforced by the rule that restrictive covenants are to be strictly construed. See Marwaha, 339 Ill. App. 3d at 294. Thus, we conclude that the trial court\u2019s ruling was not against the manifest weight of the evidence and that no extension of the injunction period was warranted.\nWe need not address the merits of defendants\u2019 cross-appeal as they have conceded that our disposition of Citadel\u2019s appeal renders their issues moot as the preliminary injunction has now expired on its own terms. See Multiut Corp. v. Draiman, 359 Ill. App. 3d 527, 543 (2005).\nCONCLUSION\nFor the foregoing reasons, the judgment of the circuit court of Cook County is affirmed.\nAffirmed.\nQUINN and COLEMAN, JJ., concur.\nSignals or \u201calphas\u201d are mathematical price prediction algorithms or models developed and tested by Citadel.\nOf note, the Electronic Systems court did not specify what instances would justify an extension of the contractual restrictive period in a noncompetition agreement.", "type": "majority", "author": "JUSTICE STEELE" } ], "attorneys": [ "Kirkland & Ellis LLP (Michael E Foradas, EC., Brian D. Sieve, EC., Mark J. Nomellini, and Michael B. Slade, of counsel), and Williams Montgomery & John, Ltd. (C. Barry Montgomery, Alyssa M. Reiter, and Steven J. Roeder, of counsel), both of Chicago, for appellant.", "Jenner & Block LLR of Chicago (Chris C. Gair, Michael T. Brody, Gregory M. Boyle, and Seth A. Travis, of counsel), for appellees." ], "corrections": "", "head_matter": "CITADEL INVESTMENT GROUP, LLC, Plaintiff-Appellant and Cross-Appellee, v. TEZA TECHNOLOGIES LLC et al., Defendants-Appellees and Cross-Appellants.\nFirst District (3rd Division)\nNo. 1\u201409\u20142828\nOpinion filed February 24, 2010.\nKirkland & Ellis LLP (Michael E Foradas, EC., Brian D. Sieve, EC., Mark J. Nomellini, and Michael B. Slade, of counsel), and Williams Montgomery & John, Ltd. (C. Barry Montgomery, Alyssa M. Reiter, and Steven J. Roeder, of counsel), both of Chicago, for appellant.\nJenner & Block LLR of Chicago (Chris C. Gair, Michael T. Brody, Gregory M. Boyle, and Seth A. Travis, of counsel), for appellees." }, "file_name": "0724-01", "first_page_order": 740, "last_page_order": 752 }