ORDER GRANTING IN PART AND DENYING IN PART CROSS MOTIONS FOR PARTIAL SUMMARY JUDGMENT

CHARLES R. BREYER, UNITED STATES DISTRICT JUDGE.

Somewhere, Jerry Maguire is blushing. Plaintiffs and Counter-Defendants Doug Hendrickson and Cliff LaBoy, Jr. are professional sports agents who represent NFL players. For some time, both men worked at Defendant and Counter-Claimant Octagon, Inc. ("Octagon"), a sports agency that runs its NFL operations out of California.1 Hendrickson and LaBoy both signed employment agreements that gave the firm rights to the fees they earned from clients in exchange for guaranteed salaries. They also agreed that, whenever they left the firm, Octagon would retain rights to a portion of certain fees.

Two years ago, Hendrickson and LaBoy left Octagon to join Counter-Defendant Relativity Sports, LLC ("Relativity").2 And they do not want to share. Hendrickson and LaBoy filed these suits simultaneously seeking to, among other things, get out of their fee-sharing arrangements with Octagon. They argue that these provisions unlawfully restrain trade under California law. Octagon countersued, responding "Show me the money!"

I. BACKGROUND

The facts that matter here are not in dispute.3 Instead this case presents purely legal questions about how state law applies to the disputed employment agreements — and how it interacts with the peculiar circumstances surrounding NFL teams, players, and agents.

A. The World of NFL Agents

Not everyone can represent an NFL player. The NFL Player's Association ("NFLPA") controls who may be a "certified contract advisor" — legalese for sports agent — and governs what they may and may not do. Picciotto 1416 (dkt. 89-1) Decl. ¶ 6.4 It forbids corporate entities or partnerships from being agents (or acting like them). NFLPA Regulations § 2(A). It also sets the maximum fee agents may charge and requires them to be paid to directly to agents.5 Picciotto 1416 Decl. ¶ 6; NFLPA Regulations § 4(B). NFLPA standard representation agreements set the particular fee between agent and player and govern their contractual relationship, somewhat like retainer agreements between lawyers and clients. Picciotto 1416 Decl. ¶ 6. Agents conduct contract negotiations, seek out endorsement deals, and prepare rookie clients for the NFL Draft. Id. ¶ 11. But even after players sign with an NFL team, agents do not get their full fee up-front. Instead, they get paid when players get paid, starting with a signing bonus and continuing through the life of the contract. Id. ¶ 6.

Consider Russell Wilson, the former third-round pick who has taken the Seattle Seahawks to two Super Bowls. In 2015, Wilson signed a four-year contract extension that, after a $31 million signing bonus, will pay the quarterback $12.3 million in 2016, $12.6 million in 2017, $15.5 million in 2018, and $17 million in 2019. Jason La Canfora, Inside the Numbers: Russell Wilson's Deal Broken Down Year By Year, CBS Sports (August 1, 2015).6 So if Wilson's NFLPA standard representation agreement set a three-percent fee, his agent would get $309,000 in 2016, $378,000 in 2017, $465,000 in 2018, and $510,000 in 2019 — on top of the $930,000 paid at signing. That means Wilson's agent would not earn his full $2,652,000 fee until 2019, over four years after signing. See also Picciotto 1416 Decl. ¶ 8; Picciotto 1417 Decl. ¶ 8.

And not all players are Russell Wilson. Some college stars flame-out, others get hurt, and still others retire in their prime. Time and money often go to waste. To hedge against these risks, many agents work for a firm that takes the hit on bad investments and guarantees a salary in exchange for a share of the agent's fees. See Picciotto 1416 Decl. ¶¶ 10-11. Employment agreements between agent and firm govern these relationships.

B. Hendrickson & Octagon

Hendrickson joined Octagon's NFL Division as an agent in 2001. Hendrickson Decl. (dkt. 79-1) ¶ 3. Although Octagon was incorporated in Washington, DC and has headquarters in Virginia, its NFL Division calls California home. Id.; Hasse Decl. (dkt. 18) ¶ 2. While working at Octagon, Hendrickson lived, worked, and voted in California — where he lives, works, and votes today. Id. ¶ 2.

Hendrickson negotiated his original employment agreement through counsel. Picciotto 1416 Decl. ¶ 2. To stay at Octagon, Hendrickson signed a new employment agreement ("Hendrickson Agreement") in 2007, again represented by counsel. Hendrickson Decl. ¶ 6; Picciotto 1416 Decl. ¶ 2. This agreement included a salary increase to $500,000 plus bonuses, as well as the provisions at issue here.

After five more years at Octagon, Hendrickson resigned in December 2012 and ultimately left in December 2013 following a one-year notice period. See Hendrickson Decl. ¶ 8; Hendrickson Agreement (dkt. 38-1) ¶ 2(a). He sued on February 21, 2014 and joined Relativity five days later. See Hendrickson Decl. ¶ 8. Octagon filed several counterclaims against Hendrickson and Relativity, including a counterclaim for declaratory relief on Paragraphs 5(b), 6(a), and 6(b) against Hendrickson.7 See Answer to Am. Compl. (dkt. 42) ¶¶ 34-74. Summary judgment hinges on the following provisions:

1. Paragraph 16

Under Paragraph 16, Hendrickson's agreement "shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, USA without regard to conflicts of laws principles." Paragraph 16 also requires that the "location for any legal proceedings ... be Fairfax County, Virginia." The Court held that the latter forum selection clause was unenforceable but has not expressed an opinion about the former choice-of-law provision. See Order Mot. to Transfer (dkts. 31 & 30) at 3-5.

2. Paragraphs 6(a) & 6(b)

Paragraphs 6(a) and 6(b) of Hendrickson's agreement create a fee-sharing arrangement for whenever he left Octagon. Paragraph 6(b) requires Hendrickson to pay fifty percent of any fees from player-team contracts that were "entered into or substantially negotiated" while Hendrickson worked there "but which have not been earned before" he left. See Hendrickson Agreement ¶ 6(b).8

Paragraph 6(a) requires Hendrickson to pay gradually decreasing percentages of any fees from "new contracts, extensions, modifications, and/or renewals" executed by "clients" within twelve months of Hendrickson's departure.9 See Hendrickson Agreement ¶ 6(b). "Clients" means anyone who (i) was an Octagon client "at any time" during the twelve months after Hendrickson left and had been "involved" with him, (ii) was an Octagon client "at any time" in the six months before Hendrickson left, regardless of whether they had contact, or (iii) was a "prospective client[]" that Octagon or Hendrickson "actively solicited... at any time" during those six months. See Hendrickson Agreement ¶ 5(c).

3. Paragraph 5(b)

Paragraph 5(b) states the Hendrickson may not "solicit for employment" or "work in any capacity with" Octagon employees and consultants who worked there during the twelve months after Hendrickson left or who themselves left during the six months before Hendrickson's departure. See Hendrickson Agreement ¶ 6(b).10

C. LaBoy & Octagon

LaBoy joined Octagon's NFL Division as an intern in 2004 and ultimately became an agent. Picciotto 1417 Decl. ¶ 4. He worked as an at-will employee until 2008, the year he signed his now-disputed employee agreement ("LaBoy Agreement"). LaBoy Decl. (dkt. 85-1) ¶ 7. This agreement assured his position for two years, followed by at-will employment from then on. LaBoy Agreement (dkt. 37-1) ¶ 2. LaBoy maintains that the offer was "take it or leave it." LaBoy Decl. ¶ 7. He continued living in California until 2009, when he moved to Georgia. Picciotto 1417 Decl. ¶ 4. Despite the move, LaBoy estimates that he spent "80%" of his time at Octagon "working in California and/or for California-based players." LaBoy Decl. ¶ 4.

LaBoy quit Octagon and filed suit the same day.11 LaBoy Decl. ¶ 9. He moved back to California and joined Hendrickson at Relativity shortly thereafter. Id. ¶ 2. Octagon filed a familiar batch of counterclaims against LaBoy and Relativity, including requests for declaratory relief on Paragraphs 6(c) and 10 against LaBoy.12 See Answer to Am. Compl. (dkt. 48) ¶¶ 34-74. The parties filed cross-motions for partial summary judgment that hinge on the following provisions:13

1. Paragraph 16

LaBoy's agreement contains an identical choice-of-law provision to Hendrickson's. See LaBoy Agreement ¶ 16. It also contains an identical — and identically unenforceable — forum selection clause. Id.

2. Paragraph 2

Paragraph 2 sets a two-year term of employment from April 1, 2008 to March 31, 2010, during which LaBoy could only be fired for-cause. LaBoy Agreement ¶ 2(a)-(b). Those two years comprise the "Term Employment Period." Id. ¶ 2(a). After the "Term Employment Period," LaBoy "shall continue" working as an at-will employee for an indefinite period. Id. ¶ 2(a). Paragraph 2 also makes clear that the term "Employment Period" refers to the "entire" period during which LaBoy worked at Octagon. Id. Finally, the two years after LaBoy's departure make up his "Restricted Period."

3. Paragraphs 6(c) & 10

Paragraphs 6(c) and 10 create a fee-sharing arrangement for whenever LaBoy left Octagon. Paragraph 10 requires LaBoy to "return" all "Company Property" to Octagon upon his departure, which — under Paragraph 6(a)(1) — includes any "Company Client Contract," "Company Business Opportunity," or fees and compensation derived from either "regardless" of whether LaBoy receives the money during the Employment Period, the Restricted period, or thereafter." See LaBoy Agreement ¶¶ 6(a)(1)(d)-(g).

"Company Client Contract" means any (i) any contract, agreement, etc "entered into or being negotiated" while LaBoy worked at Octagon, (ii) any renewal, extension, etc "entered into or being negotiated" while LaBoy worked at Octagon, (iii) any contract, agreement, etc "entered into" within a year of LaBoy's departure, and (iv) any contract, agreement, etc that would have fallen under the other three provisions "but for an intentional effort" to avoid them. See LaBoy Agreement ¶ 6(a)(3). "Company Client" means any player with whom LaBoy had contact at Octagon and who was an Octagon client during the two years before LaBoy's departure. See LaBoy Agreement ¶ 6(a)(2). "Company Business Opportunity" means any "business opportunity or prospective business opportunity" that Octagon or LaBoy "actively targeted or solicited" during LaBoy's final year at Octagon. See LaBoy Agreement ¶ 6(a)(4).

In the event that LaBoy "breaches" Paragraph 6 "or is permitted by [Octagon] or otherwise" to "solicit or represent" a Company Business Opportunity or Company Client within two years of leaving Octagon, Paragraph 6(c) governs how Octagon and LaBoy will share Company Property (if at all).14 See LaBoy Agreement ¶ 6(c). Under Paragraphs 6(c)(2) and 6(c)(2)(a), Octagon owns any fees deriving from a player-team contract "entered into or being negotiated" while LaBoy was the "agent of record" while at Octagon. Octagon gets to keep these fees. See LaBoy Agreement ¶ 6(a), 6(c)(2).

Under Paragraphs 6(c)(2)(b) and 6(c)(2)(c), Octagon also owns any fees deriving from a player-team contract "entered into or being negotiated" during LaBoy's first two years away from Octagon for which he was the "agent of record." Octagon must share these fees. See LaBoy Agreement ¶¶ 6(c)(2)(b)(1)-(4); 6(c)(2)(c)(1)-(3).

D. Claims and Counterclaims At Issue

Hendrickson, LaBoy, and Octagon — but not Relativity — have moved for partial summary judgment on an array of claims and counterclaims. For his part, Hendrickson has moved for partial summary judgment on:

LaBoy has moved for partial summary judgment on:

Octagon has moved for partial summary judgment on:

II. LEGAL STANDARD

Partial summary judgment allows for the prompt disposition of specific claims or defenses. The Court can grant a motion for partial summary judgment "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. Proc. 56(a). A principal purpose of partial summary judgment "is to isolate and dispose of factually unsupported claims." Celotex Corp. v. Catrett, 477 U.S. 317, 323-24, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). A dispute is genuine if the admissible evidence on the record "is such that a reasonable jury could return a verdict" for either party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A fact is material if it could affect the outcome of the suit under the governing law. Id. at 248-49, 106 S.Ct. 2505 (quoting First Nat'l Bank of Ariz. v. Cities Serv. Co., 391 U.S. 253, 288, 88 S.Ct. 1575, 20 L.Ed.2d 569 (1968)). To determine whether a genuine dispute as to any material fact exists, the Court must view the evidence in the light most favorable to the non-moving party. Id. at 255, 106 S.Ct. 2505.

III. DISCUSSION

Because the material facts here are not in dispute, the Court need only resolve a dispute about what two contracts say and how the law treats what they say.16

A. Threshold Issues

The parties first dispute whether California or Virginia law applies. See, e.g., Hendrickson Mot. at 6-12; LaBoy Mot. at 8-13; Octagon 1417 Opp'n 12-13. LaBoy also argues that the Court may not enforce his fee-sharing arrangements because his agreement expired and, in the alternative, because those arrangements have not been triggered.

1. Choice of Law

Although both agreements at issue here would have the Court apply Virginia law, even an express choice-of-law provision does not trump California choice-of-law rules. See Hatfield v. Halifax PLC, 564 F.3d 1177, 1182 (9th Cir. 2009); Hendrickson Agreement ¶ 16; LaBoy Agreement ¶ 16. California follows the Second Restatement of Conflict of Laws, which enforces choice-of-law provisions unless either (1) "the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties' choice" or (2) applying the chosen state's law "would be contrary to a fundamental policy of a state" with "a materially greater interest" in determining the legal question, so long as the latter state's law would apply "in the absence of an effective choice of law by the parties." Restatement (Second) of Conflict of Laws § 187. Because Octagon has its headquarters in Virginia, it has a "substantial relationship" with the state. See Hughes Electronics Corp. v. Citibank Delaware, 120 Cal.App.4th 251, 258, 15 Cal.Rptr.3d 244 (2004). The first Restatement test is not met.

The second presents a closer question, but not by much. California's "settled legislative policy" prohibits any restraint on trade, however reasonable. Edwards v. Arthur Andersen LLP, 44 Cal.4th 937, 950, 81 Cal.Rptr.3d 282, 189 P.3d 285 (2008). By contrast, Virginia applies the "rule of reasonableness" and allows restraints if they protect a legitimate business interest, are not unduly burdensome, and are not otherwise against public policy. See Omniplex World Servs. Corp. v. U.S. Investigations Servs., Inc., 270 Va. 246, 618 S.E.2d 340, 342 (2005). Virginia law is thus contrary to California public policy.

California also has a materially greater interest in both disputes. Octagon bases its NFL Division in California. Hasse Decl. ¶ 2. While at Octagon, Hendrickson lived and worked in California. Hendrickson Decl. ¶¶ 2-3. LaBoy lived and worked in both California and Georgia. LaBoy Decl. ¶¶ 2, 4. Both agents live and work in California today. Hendrickson Decl. ¶¶ 2-3; LaBoy Decl. ¶ 2. Virginia appears to have no connection to this dispute other than housing Octagon's headquarters. See Hasse Decl. ¶ 2. This case therefore involves a dispute between (primarily) California employees, their current California employer, and their former California employer.

Finally, California law would apply to both agreements absent a choice of law provision. California courts look to "(a) the place of contracting, (b) the place of negotiation of the contract, (c) the place of performance, (d) the location of the subject matter of the contract, and (e) the domicil, residence, nationality, place of incorporations and place of business of the parties." Restatement (Second) of Conflict of Laws § 188. Here, the parties signed and (it appears) negotiated the agreements in California. They performed (and allegedly breached) their contractual obligations mainly in California. And they are now fighting over fees in California. California law controls.

2. Alleged Expiration of LaBoy's Agreement

LaBoy argues that the fee-sharing arrangements set forth in Paragraphs 6(c) and 10 of his agreement were "inapplicable at the time" he resigned and "cannot be applied to him" because his agreement has "expired." LaBoy Mot. at 22; LaBoy Opp'n at 13. He also stresses that, after his term-employment period ended in March 2010, he continued working at Octagon as an at-will employee. True enough. But Paragraph 6(c) makes clear that the agreement controls during LaBoy's "Employment Period" as well as his "Restricted Period." See LaBoy Agreement ¶ 6(c). And under Paragraph 2(a), those cover both the "entire period" LaBoy worked at Octagon as well as the two years afterwards, not just the period from April 2008 through March 2010. See LaBoy Agreement ¶¶ 2(a), 6(c). LaBoy's argument to the contrary has no merit.

3. Triggering Provision in LaBoy's Agreement

LaBoy also argues that the Court cannot enforce his agreement's fee-sharing arrangements because they have not been triggered. See LaBoy Mot. at 20. Under Paragraph 6(c), fee-sharing kicks in when LaBoy "breaches" Paragraph 6 "or is permitted by [Octagon] or otherwise to solicit or represent" Octagon business opportunities and clients. LaBoy maintains that, because he only "breached" the unlawful non-solicitation provision in Paragraph 6(b), "a wholly void condition precedent exists" for the fee-sharing arrangements. See LaBoy Reply at 11. He also argues that Octagon has not "permitted" him to represent these clients because "Octagon is actively suing LaBoy." Id. at 12.

No. Octagon has promised — in writing — not to enforce Paragraph 6(b). That is permission. The Court will not distinguish between "Mr. LaBoy, you are no longer forbidden from soliciting and representing our business opportunities and clients" and "Mr. LaBoy, you are permitted to solicit and represent our business opportunities and clients." What is more, Octagon is not "actively suing" LaBoy to prevent him from representing certain clients; it is seeking fees he agreed to share. That may or may not restrain trade under California law, but Paragraph 6 poses no obstacle to reaching that question.

B. Fee-Sharing Arrangements Under Section 16600

Under their employee agreements, both Hendrickson and LaBoy must pay Octagon portions of the fees they earn from player-team contracts even after leaving the firm. See Hendrickson Agreement ¶¶ 6(a)-(b); LaBoy Agreement ¶¶ 6(c)(2)(a)-(c). The agreements use somewhat different mechanisms to do the same two things. First, the agreements require Hendrickson and LaBoy to share fees from player contracts signed or negotiated while they worked at Octagon. See Hendrickson Agreement ¶ 6(b); LaBoy Agreement ¶¶ 6(c)(2)(a). Hendrickson keeps half of these fees but LaBoy keeps none. See id. Second, the agreements require Hendrickson and LaBoy to share fees from contracts signed or, in LaBoy's case, negotiated during the "Restricted Period." See Hendrickson Agreement ¶ 6(a); LaBoy Agreement ¶¶ 6(c)(2)(b)-(c). Hendrickson's "Restricted Period" lasts one year after his departure. Hendrickson Agreement ¶ 1(a). LaBoy's lasts two. LaBoy Agreement ¶ 2(a). Both agents take home higher and higher percentages of these fees over time. See Hendrickson Agreement ¶ 6(a); LaBoy Agreement ¶¶ 6(c)(2)(b)-(c). Hendrickson and LaBoy — along with their new firm — insist that these fee sharing arrangements violate California Business and Professions Code Section 16600, which voids provisions in "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind."17

Section 16600 "evinces a settled legislative policy" that favors "open competition and employee mobility." Edwards v. Arthur Andersen LLP, 44 Cal.4th 937, 945, 81 Cal.Rptr.3d 282, 189 P.3d 285 (2008). For this reason, California courts take no prisoners when it comes to Section 16600.18 An accounting firm, for example, may not bar a departing employee from providing accounting services for her clients, nor may it bar her from soliciting the firm's clients.19 See Edwards, 44 Cal.4th at 285, 290, 81 Cal.Rptr.3d 282, 189 P.3d 285. Companies also may not require departing employees to forfeit post-employment benefits if they join a competitor. See Ware v. Merrill Lynch, 24 Cal.App.3d 35, 42-43, 100 Cal.Rptr. 791 (1972) (benefits from profit-sharing plan); Muggill v. Reuben H. Donnelley Corp., 62 Cal.2d 239, 242-43, 42 Cal.Rptr. 107, 398 P.2d 147 (1965) (pension benefits); Beneficial Life Insurance Company v. Knobelauch, 653 F.2d 393, 395-96 (9th Cir. 1981) (benefits from commission advances). They also cannot force former employees to pay liquidated damages for competing. See Morris v. Harris, 127 Cal.App.2d 476, 477-78, 274 P.2d 22 (1954) ($20 penalty per month); Gordon Termite Control v. Terrones, 84 Cal.App.3d 176, 178-180, 148 Cal.Rptr. 310 (1978) ($50 penalty per client). Likewise, they may not force a former employee to hand over an invention created on her own time and dime. See Applied Materials, Inc. v. Adv. Micro-Fabrication Equip. Co., 630 F.Supp.2d 1084, 1088-91 (N.D. Cal. 2009).

But Section 16600 does not bar all post-employment obligations; they must still "restrain" trade in the first place. See USS-POSCO Indus. v. Case, 244 Cal.App.4th 197, 208-10, 197 Cal.Rptr.3d 791 (2016). So although a company may not impose a penalty for joining a competitor, it may still recoup the cost of training a former employee if the employee leaves within a specified period of time. See id.; City of Oakland v. Hassey, 163 Cal.App.4th 1477, 1491, 78 Cal.Rptr.3d 621 (2008). Because arrangements like this concern "fronted costs" with "readily transportable" benefits for the employee, there is no restraint on trade under Section 16600. USS-POSCO, 244 Cal.App.4th at 210, 197 Cal.Rptr.3d 791.

1. Contracts Signed or Negotiated While At Octagon

Under the agreements, Octagon receives half of Hendrickson's fees from contracts "entered into or substantially negotiated" while he worked there — and all of LaBoy's. See Hendrickson Agreement ¶ 6(b); LaBoy Agreement ¶¶ 6(c)(2)(a). But because those fees were owed the moment their clients signed with an NFL team, that is just fine.

If teams paid players a lump-sum salary at signing, Hendrickson, LaBoy, and Octagon would get their money then and there. And if the agents quit Octagon afterwards, they could not turn around and demand money back. But that is essentially what they demand here. In the real world, players get paid in installments, not lump sums.20 See Picciotto 1416 Decl. ¶ 7. The same goes for agents. Id. So even though the work is done and the money owed at signing, neither the agent's pockets nor the firm's coffers get filled until years later. Id. Voiding Paragraphs 6(b) and 6(c)(2)(a) of their respective agreements would thus let Hendrickson and LaBoy take Octagon's cash simply because they quit before the cash came in.21 That makes no sense. Section 16600 evinces a policy in favor of mobility — not rent-seeking. Paragraph 6(b) of Hendrickson's agreement and Paragraph 6(c)(2)(a) of LaBoy's are enforceable.

2. Contracts Signed or Negotiated After Leaving Octagon

The fee-sharing arrangements also require Hendrickson and LaBoy to fork over portions off fees they earn from client contracts signed during their "Restricted Periods."22 Hendrickson Agreement ¶ 6(a); LaBoy Agreement ¶¶ 6(c)(2)(b)-(c). So unlike those covering contracts signed (or all-but-signed) while Hendrickson and LaBoy were at Octagon, these fee-sharing arrangements cover contracts negotiated and signed after they left. Still, these are not patent violations Section 16600. The reality is more complicated.

Consider again Russell Wilson. Coming out of college, Wilson was a "big-time question mark" at quarterback. Russell Wilson NFL Draft Profile, NFL.com (2012).23 Although he was a standout at Wisconsin, scouts doubted that Wilson could make the leap to the NFL because of his height. Id. To NFL teams (and thus NFL agents) he was a high risk investment. And so on draft day, the future Pro-Bowler fell. The Seattle Seahawks finally selected Wilson in the third round to compete for a roster spot. Players like Brandon Taylor, DeVier Posey, and Ryan Broyles all went ahead of him. Like Wilson, they all signed contracts with NFL teams. Unlike Wilson, none are on an NFL roster today.24

In line with NFLPA requirements, the Seahawks signed Wilson to a four-year rookie contract in the spring of 2012 that paid him an average of $749,176 per year, which would pay an agent earning a 3% fee an average of $22,475 per year. See Russell Wilson Contract Details, Spotrac.com (2016).25 The Denver Broncos paid Peyton Manning an average of $15,750,000 per year over the same span, which would pay an agent earning the same fee an average of $475,500 per year. See Peyton Manning Contract Details, Spotrac.com (2016).26 But less than two years after Wilson signed his rookie deal, the Seahawks trounced the Broncos in Super Bowl XLVIII by a score of 43-8. So by then anyone who knew anything knew Wilson was in for a huge payday. If the Seahawks didn't extend him before the end of the 2015 season — and if he avoided a catastrophic injury27 — another team was sure to offer him a massive new deal when he hit free agency.

Players like Wilson are why firms like Octagon (and Relativity) need fee-sharing arrangements that cover contracts signed even after agents have left. Without them, agents taking after Oliver Wendell Holmes's proverbial "bad man" could hit the jackpot simply by quitting at the right time. Cf. Holmes, The Path of the Law, 10 Harv. L. Rev. 457, 459 (1897) ("A man who cares nothing for an ethical rule which is believed and practised by his neighbors is likely nevertheless to care a good deal to avoid being made to pay money ...."). But firms can only front costs and guarantee six-figure salaries because they expect lucrative future returns from at least a few of their agents' many clients. So here too fee-sharing is a hedge against rent-seeking, not a restraint on trade.

Octagon has not "plainly designed" these provisions to "prevent" Hendrickson and LaBoy from leaving Octagon — and Octagon has never admitted "as much." E.g., Hendrickson Mot. at 2. As Octagon has consistently represented, the fee-sharing arrangements protect against "the potential that Hendrickson or LaBoy might suddenly quit and take all of their clients with them." 1416 Mot. to Disqualify (dkt. 67) at 3. Far from being nefarious, these arrangements prevent the agents from snookering Octagon out of the returns on its most lucrative investments. They exist because firms like Octagon (and Relativity) expect agents to move around. They are nothing like the liquidated damages provisions in Gordon Termite, 84 Cal.App.3d at 178-180, 148 Cal.Rptr. 310, or Morris, 127 Cal.App.2d at 477-78, 274 P.2d 22. Agents are free to go and incur no penalty for doing so. Thus, as long as the fee-sharing arrangements do not extend beyond protecting returns from bona fide firm investments, they pass muster under Section 16600.

3. Reach of Fee-Sharing Arrangements

To the extent Paragraphs 6(a) and 6(b) of Hendrickson's agreement and Paragraph 6(c)(2)(b)-(c) of LaBoy's cover clients that they personally represented at Octagon, those provisions pose no problem under Section 16600.28 Players may only sign NFLPA standard representation agreements with flesh-and-blood agents, not firms. That means players follow agents until they choose not to. So without fee-sharing arrangements, agents could earn a guaranteed salary — while the firm bears the risk — and then capture all of the returns from successful clients by quitting at the right time. They could even hedge against players deciding to stay with someone else at their old firm by renegotiating for a lower fee. Green-lighting such behavior would doom firms like Octagon. And it may, quite karmically, force agents into the Wild West of solo practitionership.29

The more difficult question is whether fee-sharing arrangements may cover fees from players who Hendrickson and LaBoy did not themselves represent while at Octagon. Paragraph 6(a) of Hendrickson's agreement covers not just (i) Octagon clients "with whom [Hendrickson] was involved" but also (ii) any player who was an Octagon client during the six months before Hendrickson left, as well as (iii) "prospective clients" that Hendrickson or Octagon actively solicited during that time. See Hendrickson Agreement ¶¶ 6(a), 5(c). Paragraph 6(c)(2)(b)-(c) of LaBoy's agreement covers contracts for which LaBoy was the "agent of record" not just while he was at Octagon but also after he left.

Ultimately, these provisions do not pass muster under Section 16600 insofar as they extend beyond clients Hendrickson and LaBoy personally represented while at Octagon. Agents cannot cut and run with clients they do not have. In a world without fee sharing, Russell Wilson's agent could indeed strike gold by quitting before the quarterback signed his mega-deal. But another agent at his firm could not. He would have to quit and hope Wilson fired his current agent to hire him instead. In other words, he would have to compete — successfully to boot. Octagon may not impinge on Hendrickson's and LaBoy's freedom to do the same.30 Accordingly, Paragraphs 6(a) and 6(b) of Hendrickson's agreement and Paragraph 6(c)(2)(b)-(c) of LaBoy's are enforceable — but only to the extent they apply to fees from players that the agents themselves represented while at Octagon.

The agents argue that the Court may not enforce some provisions of the agreements and not others because Applied Materials v. Adv. Micro-Fabrication Equip. Co., 630 F.Supp.2d 1084 (2009), and Kolani v. Gluska, 64 Cal.App.4th 402, 75 Cal.Rptr.2d 257 (1998), refused purportedly similar invitations. See Hendrickson Reply at 11; LaBoy Reply at 12. But both agreements at issue here expressly state that, if "any provision or part" of them is "declared void and unenforceable in whole or in part," "the remaining terms shall continue in full force and effect." Hendrickson Agreement ¶ 13; LaBoy Agreement ¶ 12. By contrast, the agreement in Applied Materials had such no savings clause. See 630 F.Supp.2d at 1090-91. And though the agreement in Kolani had a savings clause that applied if its express non-compete provision were "unfair" or "unreasonable," it said nothing about if that provision were void altogether. See 64 Cal.App.4th at 408, 75 Cal.Rptr.2d 257. So unlike in Applied Materials or Kolani, the parties here contracted for this very circumstance. The Court need not eviscerate those efforts. See Keene v. Harling, 61 Cal.2d 318, 323-24, 38 Cal.Rptr. 513, 392 P.2d 273 (1964).

C. Fee-Sharing Under California Labor Code Sections 206.5, 221, and 300

Hendrickson and LaBoy also argue that the fee-sharing arrangements require them to forfeit wages in violation of California Labor Code sections 206.5, 221, and 300. See Hendrickson Mot. at 9; LaBoy Mot. at 10. They are almost certainly wrong. Section 206.5 prohibits employers from requiring hourly employees to sign a "release" before they have paid the employees their wages. Section 221 makes it unlawful "for any employer to collect or receive from an employee any part of wages theretofore paid by said employer to said employee." See Calif. Labor Code § 221 (emphasis added).

Section 300 governs the assignment of wages. So, as an initial matter, there can be no Section 300 problem if no "assignment" of "wages" occurred within the meaning of the statute. And even assuming the reverse, the agents forget that they would have "assigned" fees to Octagon years before they "assigned" those fees to Relativity. See Hendrickson Mot. at 9; LaBoy Mot. at 10. If anything violates Section 300, it is assigning already-assigned fees to Relativity. See Calif. Labor Code § 300(b)(7).

D. Non-Solicitation Provision in Hendrickson's Agreement

Although employers may not prohibit former employees from hiring their current employees, California courts allow them to prohibit active solicitation of their current employees. See, e.g., Arthur J. Gallagher & Co. v. Lang, 2014 WL 2195062 at *4 (N.D. Cal. May 23, 2014); Thomas Weisel Partners LLC v. BNP Paribas, 2010 WL 546497, at *5 (N.D. Cal. Feb. 10, 2010). Such anti-employee raiding provisions accordingly pose no problem under Section 16600. Id.

Paragraph 5(b) of Hendrickson's agreement sweeps too far. During the two years after his departure, Hendrickson may not "solicit for employment or go to work in any capacity with or for" Octagon employees and consultants — as well as former Octagon employees and consultants who left in the six months before Hendrickson did. See Hendrickson Agreement ¶ 5(b) (emphasis added). Although Octagon maintains that this provision only prevents Hendrickson from "raiding" its employees and that doing so was its "sole intent" all along, Octagon 1416 Mot. at 11, the contract language is not so narrow. It limits the people with whom he may work even if serendipity alone brings them together.

That is a problem. Cf. Golden v. Cal. Emergency Physicians Med. Grp., 782 F.3d 1083, 1085, 1092-93 (9th Cir. 2015) (questioning validity of provision barring doctor from working at "any facility" his former employer "may own or with which it may contract in the future"). But since, as above, the parties have expressly contracted for this problem, Paragraph 5(b) may be enforced to its maximum lawful extent rather than torched altogether.31 See Hendrickson Agreement ¶ 13; See Keene, 61 Cal.2d at 323-24, 38 Cal.Rptr. 513, 392 P.2d 273.

E. Intentional Interference Counterclaims

Octagon has brought counterclaims for intentional interference with a contract and intentional interference with prospective economic advantage against Hendrickson, LaBoy, and Relativity. Octagon and the agents — but not Relativity — have moved for partial summary judgment on these counterclaims. To prevail on the former, Octagon must prove "(1) the existence of a valid contract between [Octagon] and a third party; (2) the defendant's knowledge of that contract; (3) the defendant's intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage," Reeves v. Hanlon, 33 Cal.4th 1140, 1148, 17 Cal.Rptr.3d 289, 95 P.3d 513 (2004). To prevail on the latter, it must prove those five elements and show that the "interference was wrongful by some measure beyond the fact of the interference itself," Della Penna v. Toyota Motor Sales USA Inc., 11 Cal.4th 376, 395, 45 Cal.Rptr.2d 436, 902 P.2d 740 (1995).

Neither tort lies against a party to the contract, Applied Equip. Corp. v. Litton Saudi Arabia Ltd., 7 Cal.4th 503, 514, 28 Cal.Rptr.2d 475, 869 P.2d 454 (1994), so Octagon has no tort cause of action against Hendrickson or LaBoy. See Applied Equip., 7 Cal.4th at 514, 28 Cal.Rptr.2d 475, 869 P.2d 454.

Octagon's counterclaims against Relativity do not share this problem. And though Relativity argues that there is no evidence that it "engaged in an intentional act other than allegedly not paying fees," Relativity 1416 Opp'n at 5; Relativity 1417 Opp'n at 4, a reasonable jury could conclude otherwise. Hendrickson and LaBoy filed suit on the same day through the same counsel, while Relativity appears to be driving the whole operation. See Hendrickson Relativity Agreement ¶ 4(h); LaBoy Relativity Agreement ¶ 4(h) ("Assumption of Liabilities Relating To Employee's Prior Employment, Provision of Legal Representation to Employee, and Indemnification of Employee"). Octagon's counterclaims against Relativity for intentional interference with a contract may move forward.

Octagon's counterclaim for intentional interference with prospective economic advantage, however, may not. Octagon points to two potential bases for an independent "wrongful act": (1) that Relativity has absconded with Octagon's money and refused to place money in escrow pending the outcome here, "which can be likened to theft," and (2) that Relativity has violated an established "standard of trade." Octagon 1416 Reply at 12; Octagon 1417 Reply at 13. The former rationale proves too much, as it would turn most any breach of contract into "theft." The latter fails too because, for violating a standard of trade to count, the violation must come with "a sanction or means of enforcement" in the industry. Stevenson Real Estate Serv., Inc. v. CB Richard Ellis Real Estate Serv., Inc., 138 Cal.App.4th 1215, 1223-24, 42 Cal.Rptr.3d 235 (2006). Nothing here suggests that is so.

F. Conversion Counterclaims

"California cases permitting an action for conversion of money typically involve those who have misappropriated, commingled, or misapplied specific funds held for the benefit of others." PCO, Inc. v. Christensen, 150 Cal.App.4th 384, 396, 58 Cal.Rptr.3d 516 (2007). For example, a conversion claim lies against someone who accepts funds to be paid to another but pockets the money instead. Id. at 395, 58 Cal.Rptr.3d 516. Money will "only be treated as specific property subject to being converted when it is `identified as a specific thing.'" Id. (quoting Baxter v. King, 81 Cal.App. 192, 194, 253 P. 172 (1927)).

The parties do not brief the issue but, in any event, Octagon's counterclaims for conversion fail. Hendrickson and LaBoy did not pocket money Octagon had given them to give to someone else or, say, make off with duffel bags full of Octagon's cash, see, e.g., id. at 397, 58 Cal.Rptr.3d 516 ("Plaintiffs alleged a conversion of 10 duffel bags, each containing $500,000."). The agents owe Octagon plenty of money — just not under a conversion theory.

G. Money Had and Received Counterclaims

A claim for money had and received may be brought "wherever one person has received money which belongs to another and which in equity and good conscience ... should be returned." Mains v. City Title Ins. Co., 34 Cal.2d 580, 586, 212 P.2d 873 (1949). It applies to "money paid by mistake, money paid pursuant to a void contract, or" — as relevant here — "a performance by one party of an express contract." Utility Audit Co., Inc. v. City of Los Angeles, 112 Cal.App.4th 950, 958, 5 Cal.Rptr.3d 520 (2003). In short, it is a claim for restitution. See 4 Witkin, Cal. Proc. 5th Plead § 561 (2008). Octagon may seek this remedy.

IV. CONCLUSION

For the foregoing reasons, the Court GRANTS in part and DENIES in part all motions for declaratory and injunctive relief. As to the remaining claims and counterclaims in Hendrickson (case no. 14-1416), the Court:

As to the remaining claims and counterclaims in LaBoy (case no. 14-1417), the Court:

IT IS SO ORDERED.