SOUTER, Associate Justice.
In this case before the federal courts on diversity jurisdiction, the plaintiff, EMC Corporation, sought, among other things, a preliminary injunction against its former employee, Christopher Blotto, forbidding violation of his employment agreement: specifically, enjoining competition with EMC, solicitation of its customers and remaining employees, and possession and use of confidential business information gained while employed. The District Court granted a preliminary injunction as to the confidential information, but not as to competition or solicitation, declining on the ground that the contractual restrictions on these activities limited Blotto's efforts for one year only, a period that had passed before any injunction could be issued. In this appeal for review for abuse of discretion (turning on an issue of law) we affirm.
In 2007, Blotto signed the agreement with the plaintiff business and technology consulting firm, which he left on December 4, 2009. EMC filed the motion for the preliminary injunction at issue here on November 8, 2010, and a hearing was held on December 1. On December 15, the District Court denied the request on the ground that the one-year period had expired, and with it the court's discretion to award specific relief (as distinguished from damages for breach, if shown by evidence at trial). The court ruled, we think correctly, on the basis of an opinion of this court resting in turn on one from the Supreme Judicial Court of Massachusetts, whose law concededly governs in this diversity case.
This court's understanding of the state equity standards was expressed in the holding of A-Copy, Inc. v. Michaelson, 599 F.2d 450 (1st Cir.1978), which reversed an
All Stainless was an appeal to the Commonwealth's highest court from the denial of an injunction to enforce a former employee's agreement to refrain from competing for a period that was still running on the date of the trial court's order, but had expired by the time the appeal was decided. While the reviewing court held it had been error for the trial court to deny specific relief, it concluded that it was then too late. "The two year period of restraint has ... expired. Any relief to which All Stainless may be entitled must come in the form of monetary damages." All Stainless, 308 N.E.2d at 487.
The unequivocal character of the state rule creates a frosty climate for EMC's attempts to avoid it,
EMC protests that the rule denies it the benefit of its bargain with Blotto, but this begs the question in more than one way. EMC can, first of all, enforce its bargain to the penny by remedy at law if it can prove a breach of the agreement and damages, as was true in A-Copy and All Stainless, and as the trial court expressly noted here. Second, like any contracting party, EMC makes its agreements subject to the rules of equity governing specific enforcement; rules, moreover, that were clearly in place in the governing federal and state cases well before the company required Blotto to sign. Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach. But it did not.
EMC's only other argument attempts to deflect All Stainless by citation to five unreported Massachusetts Superior Court cases that show that court's readiness to extend equitable enforcement beyond the terminal date of restrictions such as these. See Zona Corp. v. McKinnon, 28 Mass. L.Rptr. 233, 2011 WL 1663094 (Super.Ct. Mar. 14, 2011); Exeter Group Inc. v. Sivan, No.2005-0628-BLS2, 2005 WL 1477735 (Mass.Super.Ct. Mar. 24, 2005);