Mohanty v. St. John Heart Clinic, S.C. , 225 Ill. 2d 52 ( 2006 )

JUSTICE BURKE

delivered the judgment of the court, with opinion.

Chief Justice Thomas and Justices Fitzgerald and Kilbride concurred in the judgment and opinion.

Justice Karmeier specially concurred, with opinion, joined by Justice Carman.

Justice Freeman concurred in part and dissented in part, with opinion.

OPINION

Dr. Jyoti Mohanty and Dr. Raghu Ramadurai (plaintiffs) appeal the judgment of the appellate court reversing the circuit court of Cook County’s denial of a preliminary injunction to St. John Heart Clinic and its owner, Dr. John Monteverde (defendants), to enforce the restrictive covenants contained in their medical practice employment contracts. 358 Ill. App. 3d 902. Plaintiffs, in opposition to the injunction, ask this court to declare restrictive covenants in medical practice cases void as against public policy. In the alternative, plaintiffs argue that the restrictive covenants contained in their employment contracts are not enforceable because the restrictions are unreasonably overbroad in time and activity, or because the defendants materially breached the employment contracts, thereby discharging plaintiffs from their obligations under the contract.

For the reasons stated below, we affirm the judgment of the appellate court and remand for further proceedings consistent with this opinion.

BACKGROUND

St. John Heart Clinic (the Clinic) is an Illinois professional medical corporation founded by Dr. John Monteverde in 1978. Dr. Monteverde is board certified in internal medicine and cardiology and the sole shareholder and owner of the Clinic, which has two offices in Chicago, one at St. Mary of Nazareth Hospital and one at Norwegian American Hospital. Dr. Monteverde also has privileges at St. Elizabeth and Sacred Heart hospitals in Chicago and has practiced at these hospitals since 1978.

Dr. Ramadurai began working at the Clinic in 1989 as an independent contractor. At that time, Dr. Ramadurai was not board certified in cardiology. Thus, initially, Dr. Ramadurai worked under the direction and supervision of Dr. Monteverde. In 1993, Dr. Ramadurai became an employee of the Clinic. The employment contract he signed provided that he would receive an annual salary of 50% of his gross receipts.¹ In addition, the contract contained a “non-compete” clause, or restrictive covenant, which provided that, upon termination, Dr. Ramadurai “shall not” practice medicine within a two-mile radius of any Clinic office or at any of the four hospitals where the Clinic operated, i.e., St. Mary of Nazareth, Norwegian American, St. Elizabeth, and Sacred Heart (the restricted hospitals), for a period of three years.

Dr. Mohanty joined the Clinic in July 2000 after he completed training in nuclear cardiology at Cook County Hospital. When Dr. Mohanty began his employment with the Clinic he was not yet board certified in cardiology, had no medical practice of his own and no staff privileges at any of the restricted hospitals. Pursuant to his employment contract, Dr. Mohanty received an annual salary of 50% of his gross receipts, with a guaranteed minimum of $160,000.² The contract also contained a restrictive covenant, similar to the one in Dr. Ramadurai’s contract, which provided that, upon termination of the agreement, Dr. Mohanty “shall not” practice medicine within a five-mile radius of any Clinic office or at any of the four restricted hospitals for a period of five years.

On March 12, 2003, Drs. Mohanty and Ramadurai sent letters to Dr. Monteverde, serving him with notice of their intention to terminate their employment with the Clinic after 120 days, in accordance with their employment contracts. In their letters, Drs. Mohanty and Ramadurai stated that they were terminating their employment because Dr. Monteverde breached their employment contracts by refusing to give them partnership interests in the Clinic and because Dr. Monteverde was billing under his name for patients they saw, which caused them to be shortchanged on their bonuses.

In May 2003, prior to leaving the Clinic, Drs. Mohanty and Ramadurai filed complaints for declaratory relief in the circuit court of Cook County. In the complaints, they alleged that the restrictive covenants in their employment contracts should be declared void as against public policy and unenforceable because Monteverde breached their employment agreements by various means, including refusing to give them partnership interests in the Clinic and billing improperly which caused them to receive less compensation than they were due. Dr. Mohanty’s complaint further alleged that the restrictive covenant in his employment agreement was invalid because “the duration of the restrictive covenant, that is five (5) years, and its geographical limits, that is five (5) miles, are unnecessary to protect the economic or business interest of either St. John or Dr. Monteverde and therefore are excessive, unjust, unreasonable, unlawful, and unenforceable.” The plaintiffs’ declaratory actions were later consolidated by order of the court.

Defendants answered the complaints, denying all of plaintiffs’ claims. Defendants averred that no promises had been made to either Dr. Mohanty or Dr. Ramadurai concerning a partnership interest in the Clinic. Moreover, defendants contended that, even if oral promises had been made, the failure to keep such promises would not constitute a breach of the employment contract. Defendants also denied that its billing practices were unethical, unprofessional or improper. Defendants then filed a countercomplaint for declaratory, injunctive and other relief against the plaintiffs. In addition to seeking preliminary and permanent injunctions to restrain Drs. Mohanty and Ramadurai from violating the restrictive covenants in their contracts, the countercomplaint raised claims of misappropriation and unjust enrichment and sought a declaration regarding the Clinic’s responsibility for providing medical malpractice “tail coverage.” Defendants also filed an emergency motion for a temporary restraining order (TRO) and preliminary injunction to immediately enjoin the plaintiffs from further violating the restrictive covenants in their employment contracts.³

The trial court granted defendants a TRO, which was later amended to permit Drs. Ramadurai and Mohanty, for a limited time, to provide critical care to their hospitalized patients. The trial court also required defendants to post a $100,000 surety bond. The matter was then set for hearing on whether defendants were entitled to a preliminary injunction.

Plaintiffs filed answers to defendants’ countercomplaint and also raised affirmative defenses to defendants’ request for injunctive relief, alleging, as they had done in their declaratory judgment actions, that the restrictive covenants were unenforceable. The dates set for hearing on the motion for preliminary injunction were continued from time to time to permit plaintiffs to conduct extensive discovery, particularly with regard to defendants’ billing practices. When discovery was completed, plaintiffs filed a “Trial Brief In Opposition To Counter-Plaintiffs’ Request For A Preliminary Injunction.” In this document, plaintiffs restated their position that defendants were not entitled to injunctive relief because the restrictive covenants were not enforceable. However, plaintiffs’ argument now centered on three main points: (1) that they should not be held to the terms of the restrictive covenant in their contracts because defendants materially breached the employment contracts by improperly billing for a certain medical procedure, namely, the myoview test (otherwise referred to as the thallium stress test), which resulted in decreased revenue for plaintiffs; (2) that the restrictive covenants in their contracts were unreasonable because they caused undue hardship to plaintiffs, were injurious to the public, and were excessive in their temporal scope, and because defendants had no protectable business interest in patients who had been referred to plaintiffs from other sources; and (3) that all restrictive covenants in physician contracts should be held void as against public policy in Illinois. With regard to this last point, plaintiffs argued that, even if all restrictive covenants were not void, restrictive covenants should be held void where the employee terminates the contract due to illegal or unethical conduct by the employer, whether or not such conduct amounts to a breach of contract.

In November and December 2003, the trial court held hearings on whether to grant defendants a preliminary injunction. The hearings took place over the course of six days, at which time the court heard the testimony of seven witnesses and received 41 exhibits into evidence. Subsequently, plaintiffs submitted a “Trial Memorandum of Law of the Applicable Medicare Rules and Regulations” as additional support for their claim that defendants had improperly billed Medicare for the myoview test. Both plaintiffs and defendants also submitted, in writing, extensive closing argument.

On February 20, 2004, the trial court entered a ruling, denying defendants’ request for preliminary injunctive relief. Stating on the record that it had considered all of the evidence and arguments of the parties, the trial court made the following findings. First, the court rejected plaintiffs’ claim that defendants had materially breached the employment contracts. The court held:

“The Court is not satisfied that the evidence adduced at hearing proves by a preponderance that the employment agreements were materially breached.”

The trial court then considered whether the restrictive covenants in plaintiffs’ contracts were reasonable in geography, time and activity. In this regard, the court held that the geographic limitations “are well within the ranges of proof by reported case law.” The court found the temporal restrictions “somewhat problematic,” not because it believed them to be excessive, but because of the reasons Dr. Monteverde gave for imposing them. The court noted that, although Dr. Monteverde testified that three to five years was the amount of time it took to develop a referral base, he also testified that the three-year restriction imposed on Dr. Ramadurai “just came into his mind” and the five-year restriction was imposed on Dr. Mohanty because Dr. Monteverde “did not trust him.” The trial court then went on to conclude that a preliminary injunction should not be granted because the activity restriction in the restrictive covenant was greater than necessary to protect the defendants’ interests. The covenants restricted “the practice of medicine” when the Clinic’s practice specialty was cardiology. Thus, the trial court found the restriction to be “overly broad and unreasonable.” The trial court permitted the TRO, which had remained in effect until that time, to continue for an additional 21 days until defendants filed their appeal.

The appellate court reversed, finding that the restriction on the practice of medicine within the narrowly drawn geographic limits would not cause plaintiffs undue hardship and was not greater than necessary to protect the defendants’ interests. 358 Ill. App. 3d 902. The appellate court declined plaintiffs’ invitation to declare all restrictive covenants in medical employment contracts void in Illinois as against public policy. The court also refused to review plaintiffs’ claim that defendants materially breached the employment contract. The court held this issue was being raised prematurely because the appeal was interlocutory, having been taken from the trial court’s order denying defendants a preliminary injunction. The appellate court stated, “plaintiffs must wait for a hearing on the merits to determine if the defendants breached the employment contracts in a material way that would void the restrictive covenants.” The cause was remanded with directions that a preliminary injunction be granted defendants pending further hearings.

Plaintiffs petitioned this court for leave to appeal (177 Ill. 2d R. 315), which this court granted.

ANALYSIS

In the case at bar, defendants sought, by way of a countercomplaint, a preliminary injunction to enjoin plaintiffs from violating the restrictive covenants contained in their employment contracts. Defendants, as the parties seeking the preliminary injunction, were 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. People ex rel. Klaeren v. Village of Lisle, 202 Ill. 2d 164 (2002); Callis, Papa, Jackstadt & Hallaran, P.C. v. Norfolk & Western Ry. Co., 195 Ill. 2d 356, 365 (2001). “On appeal, we examine only whether the party seeking the injunction has demonstrated a prima facie case that there is a fair question concerning the existence of the claimed rights.” People ex rel. Klaeren v. Village of Lisle, 202 Ill. 2d at 177, citing Callis, 195 Ill. 2d at 366. A decision to grant or deny a preliminary injunction is generally reviewed for an abuse of discretion. Callis, Papa, Jackstadt & Halloran, P.C. v. Norfolk & Western Ry. Co., 195 Ill. 2d 356 (2001). 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, the determination of which is a question of law. Retina Services, Ltd. v. Garoon, 182 Ill. App. 3d 851, 856 (1989). See also Woodfield Group, Inc. v. DeLisle, 295 Ill. App. 3d 935, 938 (1998) (“determination of whether a restrictive covenant is enforceable is a question of law”). Accordingly, we review that determination de novo. The Agency, Inc. v. Grove, 362 Ill. App. 3d 206, 215 (2005).

Mootness

A court should not decide a case where the occurrence of events after an appeal has been filed make it impossible for the reviewing court to render effectual relief and. the judgment would have only an advisory effect. Berlin v. Sarah Bush Lincoln Health Center, 179 Ill. 2d 1, 7-8 (1997). In the case at bar, it is apparent from the record that the restrictive covenant in Dr. Ramadurai’s employment contract prohibited him, upon termination, from practicing medicine within the restricted area for a period of three years. Because Dr. Ramadurai left the Clinic in July 2003, that time period has now lapsed. For this reason, it is appropriate for this court to consider whether the appeal has become moot with respect to Dr. Ramadurai.

After careful consideration we find that Dr. Ramadurai’s appeal is not moot. As we stated in Berlin, “where a decision ‘could have a direct impact on the rights and duties of the parties’ there is life in the appeal.” Berlin, 179 Ill. 2d at 8, quoting People ex rel. Bernardi v. City of Highland Park, 121 Ill. 2d 1, 6-7 (1988). In the case at bar, defendants’ countercomplaint, which raises claims of misappropriation and unjust enrichment, seeks damages for harm allegedly incurred and revenues allegedly lost as a result of violations of the restrictive covenant by Drs. Mohanty and Ramadurai. Consequently, a decision as to the enforceability of the restrictive covenants could have a direct impact on Dr. Ramadurai’s rights and obligations in these matters. Accordingly, we conclude that the appeal is not moot as to Dr. Ramadurai.

Enforceability of the Restrictive Covenants

In opposition to defendants’ motion for preliminary judgment, plaintiffs raised various affirmative defenses challenging the validity and enforceability of the restrictive covenants in their employment contracts. These claims were rejected by the courts below. Now, in their appeal before this court, plaintiffs argue once again that defendants are not entitled to a preliminary injunction to enforce the restrictive covenants in their employment contracts because the covenants are not enforceable. Plaintiffs affirmatively challenge the enforceability of the restrictive covenants, advancing three separate theories. First, they contend that all restrictive covenants in physician employment contracts should be held void and unenforceable because they are against the public policy of this state. Second, plaintiffs contend that defendants materially breached the employment contracts, thereby relieving plaintiffs of their obligations under the restrictive covenants. Third, plaintiffs contend that the restrictive covenants in their employment contracts may not be enforced because they are overly broad in their temporal and activity restrictions and, thus, unreasonable.

We first address the contention that restrictive covenants in physician employment contracts should be held void as against public policy in Illinois. Initially, we note that this court has a long tradition of upholding the right of parties to freely contract. Vine Street Clinic v. HealthLink, Inc., 222 Ill. 2d 276 (2006). Consequently, our decisions have held that a private contract, or provision therein, will not be declared void as contrary to public policy unless it is “ ‘clearly contrary to what the constitution, the statutes or the decisions of the courts have declared to be the public policy’ ” or it is clearly shown that the contract is “ ‘manifestly injurious to the public welfare.’ ” Vine Street Clinic v. HealthLink, Inc., 222 Ill. 2d at 300, quoting Schumann-Heink v. Folsom, 328 Ill. 321, 330 (1927). See also Barr v. Kelso-Burnett Co., 106 Ill. 2d 520 (1985); Palmateer v. International Harvester Co., 85 Ill. 2d 124 (1981) (the public policy of the state is to be found in its constitution and statutes and, when they are silent, then in its judicial decisions and constant practice of its governmental officials). We have strictly adhered to the position that the public policy of the state is not to be determined by “ ‘ “the varying opinions of laymen, lawyers or judges as to the demands of the interests of the public.” ’ ” Groome v. Freyn Engineering Co., 374 Ill. 113, 124 (1940), quoting Zeigler v. Illinois Trust & Savings Bank, 245 Ill. 180, 193 (1910). As a result, plaintiffs carry a heavy burden of showing that restrictive covenants in physician employment contracts are against the public policy of this state.

In attexiipting to meet this burden, plaintiffs first point to our decision in Dowd & Dowd, Ltd. v. Gleason, 181 Ill. 2d 460, 482 (1998), wherein we held that, in Illinois, restrictive covenants in attorney employment contracts are void as a matter of public policy. Citing to the appellate court decision in Carter-Shields v. Alton Health Institute, 317 Ill. App. 3d 260 (2000), plaintiffs argue that the public policy reasons for finding restrictive covenants in physician employment contracts void are even more compelling than the reasons advanced with respect to attorney employment contracts. Plaintiffs provide a laundry list of the possible adverse effects of allowing restrictive covenants in physician employment contracts, namely, that restrictive covenants in physician employment contracts interfere with the doctor-patient relationship, deny patients the freedom to choose their own doctor, create barriers to the delivery of quality medical care, hinder competition, and often force patients to incur the additional expense of duplicative testing. In addition to these patient concerns, plaintiffs argue that restrictive covenants place unreasonable limits on physicians’ autonomy and freedom of movement. Plaintiffs conclude that our decision in Dowd & Dowd and the appellate court decision in Carter-Shields provide a strong foundation upon which to find that covenants restricting skilled professionals from practicing their trade are contrary to the public policy of this state. We disagree.

The appellate decision in Carter-Shields, upon which plaintiffs primarily rely, was vacated by this court in Carter-Shields v. Alton Health Institute, 201 Ill. 2d 441 (2002), and, as such, carries no precedential weight. Moreover, the appellate decision in Carter-Shields stands alone in its rejection of long-standing Illinois precedent on the validity of restrictive covenants in physician employment contracts. See Prairie Eye Center, Ltd. v. Butler, 329 Ill. App. 3d 293 (2002).

Moreover, in Dowd, our determination that noncom-petition covenants in attorney employment contracts were void was grounded in the fact that such covenants were in direct “conflict with Rule 5.6” of the Illinois Rules of Professional Conduct, which gave expression to important considerations of public policy. Dowd, 181 Ill. 2d at 481-83. Thus, we held, “it would be inimical to public policy to give effect to the offending provisions.” Dowd, 181 Ill. 2d at 482-83. In the present case, there are no similar expressions of public policy which require us to find restrictive covenants in the employment contracts of medical practitioners unenforceable in Illinois.

Plaintiffs, however, direct our attention to an opinion of the AMA’s Council on Ethical and Judicial Affairs, which states:

“Covenants-not-to-compete restrict competition, disrupt continuity of care, and potentially deprive the public of medical services. The Council of Ethical and Judicial Affairs discourages any agreement which restricts the right of a physician to practice medicine for a specified period of time or in a specified area upon termination of an employment, partnership, or corporate agreement. Restrictive covenants are unethical if they are excessive in geographic scope or duration in the circumstances presented, or if they fail to make reasonable accommodation of patients’ choice of physician.” (Emphasis added.) AMA Council on Ethical and Judicial Affairs, Op. E — 9.02 (1998).

Plaintiffs contend that AMA Opinion 9.02 provides the necessary expression of public policy which would permit us to invalidate restrictive covenants in physician employment contracts. Again, we must disagree.

AMA Opinion 9.02, while informative, is not the equivalent of an Illinois statute or rule of professional conduct and, for that reason, does not provide a clear expression of the public policy of this state. Thus, AMA Opinion 9.02 cannot dictate the manner in which restrictive covenants should be construed in Illinois. That having been said, we point out that Opinion 9.02 does not prohibit, but merely discourages, restrictive covenants in medical employment contracts. Furthermore, the AMA’s position on restrictive covenants, as set forth in Opinion 9.02, is commensurate with the manner in which restrictive covenants in physician employment contracts are treated in this state. Historically, covenants restricting the performance of medical professional services have been held valid and enforceable in Illinois as long as their durational and geographic scope are not unreasonable, taking into consideration the effect on the public and any undue hardship on the parties to the agreement. Cockerill v. Wilson, 51 Ill. 2d 179, 183-84 (1972); Canfield v. Spear, 44 Ill. 2d 49 (1969). Thus, the AMA provision is no different from the common law requirements of this state. See Idbeis v. Wichita Surgical Specialists, P.A., 279 Kan. 755, 112 P.3d 81 (2005) (AMA requirements are no different from common law requirement that restrictive covenants be reasonable and not adverse to the public welfare).

We are similarly unpersuaded by plaintiffs’ references to other jurisdictions. Plaintiffs contend that “states such as Colorado, Delaware and Massachusetts have concluded that physician restrictive covenants violate public policy.” What they fail to acknowledge, however, is that in Colorado, Delaware, and Massachusetts restrictive covenants in medical employment contracts are totally prohibited based on legislative enactments.

Plaintiffs’ citation to Murfreesboro Medical Clinic, P.A. v. Udom, 166 S.W.3d 674, 681 (Tenn. 2005), is similarly flawed. Plaintiffs claim that “Murfreesboro directly supports a holding by this court that physician restrictive covenants violate public policy.” However, in Murfreesboro, the Supreme Court of Tennessee held a restrictive covenant unenforceable because noncompete covenants in physician employment contracts were, by statute, permitted in only “two limited circumstances and with closely prescribed restrictions,” which were inapplicable.

While it is true that some jurisdictions prohibit restrictive covenants in physician employment contracts on public policy grounds, our research has been unable to reveal any case in which a court has altogether outlawed restrictive covenants in physician employment contracts in the absence of some legislative enactment. Moreover, the vast majority of jurisdictions follow “the modern view,” which is that restrictive covenants are enforceable if they are “supported by consideration, ancillary to a lawful contract, and reasonable and consistent with the public interest.” F. Tinio, Annotation, Validity and Construction of Contractual Restrictions on Right of Medical Practitioner to Practice, Incident to Employment Agreement, 62 A.L.R.3d 1014, 1020 (1975). Thus, the majority of jurisdictions employ the same reasonableness standard that this court has consistently applied when deciding the enforceability of restrictive covenants in medical employment contracts in Illinois.

As stated earlier, when a party seeks to show that a contract term is against the public policy of this state, that party bears the burden of showing that the contract term is “ ‘clearly contrary to what the constitution, the statutes or the decisions of the courts have declared to be the public policy’ ” or that the contract is “ ‘manifestly injurious to the public welfare.’ ” Vine Street Clinic, 222 Ill. 2d at 300, quoting Schumann-Heink v. Folsom, 328 Ill. 321, 330 (1927). In the case at bar, plaintiffs have failed to show that physician restrictive covenants are contrary to the constitution, statutes or judicial decisions of this state. Nor have they shown that these covenants are manifestly injurious to the public welfare. Although plaintiffs have offered reasons for finding that restrictive covenants should be disfavored in physician employment contracts, countervailing reasons exist which would militate against any deviation from our long-standing practice of finding reasonable restrictive covenants in medical employment contracts enforceable. Restrictive covenants protect the business interests of established physicians and, in this way, encourage them to take on younger, inexperienced doctors. Accordingly, restrictive covenants can have a positive impact on patient care. We do not know, and are ill-equipped to determine, what the possible consequences might be if we were to adopt the sweeping changes plaintiffs advocate. It is possible that patients would be more adversely affected if we were to ban reasonable restrictive covenants in physician employment contracts. For this reason, we believe that prohibiting restrictive covenants in medical practice contracts is a decision better left to the legislature, where the competing interests can be fully aired. Accordingly, plaintiffs’ first claim is rejected.

We now turn to plaintiffs’ second claim — that a prior material breach of the employment contracts by defendants reheves them of their obligations under the restrictive covenants.

Under general contract principles, a material breach of a contract provision by one party may be grounds for releasing the other party from his contractual obligations. William Blair & Co. v. FI Liquidation Corp., 358 Ill. App. 3d 324 (2005). This principle was applied in Galesburg Clinic Ass’n v. West, 302 Ill. App. 3d 1016, 1018 (1999). In Galesburg, a medical association sought to enforce a noncompete covenant in the partnership agreement when two of the partners (defendants) quit. The defendants filed a counterclaim alleging that the association had breached the partnership agreement, discharging them of their duties under the covenant. The trial court ruled in the defendants’ favor, finding a material breach by the association. On appeal, the appellate court affirmed, holding that “a breach *** can operate to discharge the duties of a covenant not to compete where the breach is material.” See also C.G. Caster Co. v. Regan, 88 Ill. App. 3d 280 (1980) (where one party materially breaches the contract, the restrictive covenant in the contract may no longer be binding on the other party). In the case at bar, plaintiffs ask us to apply the reasoning in Galesburg to this case.

Initially, we note that, in the trial court, plaintiffs originally asserted that defendants breached the plaintiffs’ employment contracts in a number of ways. However, after discovery was completed, plaintiffs restricted their argument to one claim — that defendants materially breached the employment contracts by improperly billing Medicare for myoview tests ordered by plaintiffs for their patients. The trial court rejected plaintiffs’ claim, finding that the evidence presented by plaintiffs did not establish that defendants breached the employment contracts. The appellate court, having reversed the trial court’s denial of the preliminary injunction on other grounds, refused to consider this issue, holding that plaintiffs “must wait for a hearing on the merits.” 358 Ill. App. 3d at 910-11.

Plaintiffs contend that the appellate court erred. According to plaintiffs, the appellate court ignored the fact that “a full evidentiary hearing in the form of a trial was already held” on the matter. Plaintiffs maintain that we must consider this claim because a determination on whether defendants breached the employment contracts is necessary to a decision on whether the restrictive covenants are enforceable. Plaintiffs also claim that the trial court’s ruling on the matter of their breach-of-contract claim involved contract interpretation, which is an issue of law and, as a result, our review should be de novo.

Defendants, on the other hand, initially argue that plaintiffs failed to appeal the trial court’s adverse ruling on the breach-of-contract claim and, thus, have forfeited review of this issue. Putting aside forfeiture, defendants maintain that the trial court correctly determined that defendants did not materially breach the employment contracts. Defendants maintain, however, that the breach of contract issue is a question of fact and that, on review, we may not disturb the trial court’s ruling unless it is against the manifest weight of the evidence.

The overriding issue in the appeal at bar is the enforceability of the restrictive covenants in the employment contracts of Drs. Mohanty and Ramadurai. Because a prior breach of contract by defendants could render the restrictive covenants in the employment contracts unenforceable, we conclude that consideration of the breach of contract claim is necessary to our determination regarding the enforceability of the covenants. We agree with defendants that whether or not a material breach of contract has been committed is a question of fact and, consequently, the lower court’s determination will not be disturbed unless it is against the manifest weight of the evidence. W.E. Erickson Construction, Inc. v. Congress-Kenilworth Corp., 115 Ill. 2d 119 (1986); see also Borys v. Rudd, 207 Ill. App. 3d 610 (1990).

It is plaintiffs’ position that defendants breached their employment contracts by failing to compensate plaintiffs the full amounts to which they were entitled under the provisions of their contracts. According to plaintiffs, they were significantly underpaid because of the manner in which defendants billed Medicare for myoview tests performed at the Clinic at plaintiffs’ direction.

The record shows that the myoview test (also known as a myocardial perfusion imaging study) is a diagnostic test used to determine whether the heart muscle is getting the blood supply it needs. The Clinic owned and maintained at its offices all of the equipment necessary to conduct myoview tests. The Clinic also had on its staff a trained technician who would administer the myocardial imaging phases of the tests. When conducting a myoview test, the Clinic’s trained technician would first inject a small amount of radioactive isotope (thallium) into the patient’s bloodstream and then take pictures of the patient using a special camera for the initial “resting phase” of the test. After the resting images were taken, the patient would take a stress test on a treadmill under the supervision of a physician. Thereafter, the technician would administer an additional injection to the patient

and repeat the myocardial imaging process. The images would later be interpreted by the physician.⁴

In regard to billing for the myoview test, Medicare assigned separate Current Procedural Terminology Codes (CPT Codes) for the technical and professional components of the test. According to defendants’ expert witness, Janet Mazur,⁵ the technical components of a procedure, billed under the “TC” CPT Code, are intended to cover overhead, technician salaries, equipment and equipment maintenance. See also Central States v. Pathology Laboratories of Arkansas, P.A., 71 F.3d 1251, 1252 (7th Cir. 1995). The professional component of a procedure compensates the physician who interprets the test and is billed under the CPT Code “26.”

It is uncontested that when billing Medicare for myoview tests performed at the Clinic’s offices, the technical components of the test were billed under Dr. Monteverde’s name, while the professional component was billed under name of the physician who interpreted the test. Dr. Monteverde explained that he directed the billing for the technical component to be billed under his name to defray the costs of the initial $300,000 investment for the purchase of the myoview equipment, as well as remodeling costs necessary to accommodate the equipment. He further explained that Medicare’s reimbursement for the technical component covered the salary of the licensed technician who administered the test, as well as the costs of medication, supplies and other overhead expenses associated with the test. Dr. Monteverde further testified that he believed it appropriate to bill the technical component under his name because he was the sole owner of the Clinic and the myoview testing equipment, as well as the person responsible for the training and supervision of the technician, who administered all of the myoview tests at the Clinic, regardless of which physician ordered the test.

Plaintiffs, nevertheless, contend that Dr. Monteverde’s billing procedure was improper. Specifically, plaintiffs argue that the technical component of the myoview test, which accounts for about 70% of the total cost of the test, was wrongly diverted to Dr. Monteverde and, thus, deprived them of compensation to which they were entitled under the terms of their employment contract. Plaintiffs’ employment contracts provided that plaintiffs were to receive an annual salary of 50% of their gross receipts.⁶ They maintain that their “gross receipts” should have been calculated based on the total cost of the myoview tests performed at the Clinic on their patients, not just the professional component.

The employment contracts of Drs. Mohanty and Ramadurai provide: “Employee shall be paid as follows for his work: 50% of his gross receipts.” (Emphasis added.) At the hearings conducted by the trial court, defendants argued that the technical component of the myoview tests did not constitute Dr. Mohanty’s or Dr. Ramadurai’s “work” and, thus, there was no violation of the employment contract. It was necessary, therefore, for the trial court to resolve the question of whether the technical components of the myoview tests were part of plaintiffs’ “work.”

Plaintiffs proffered the testimony and report of an expert to support their contention that they were entitled to a share in the total amount charged to Medicare for the myoview test. However, defendants challenged the qualifications of plaintiffs’ expert and the trial court barred this witness’ testimony. As a result, plaintiffs position is largely unsupported.

Defendants’ expert, on the other hand, provided strong testimony in defense of defendants’ billing practices. According to defendants’ expert, Janet Mazur, billing for the technical component does not include any amounts for physician services. In a detailed report, Mazur explained the formulas used by Medicare to determine “Physician Work Relative Value Units” which is a reflection of a physician’s “work” for a particular CPT Code. According to Mazur, the “TC” CPT Codes for the myoview test all carry a Physician Work Relative Value Unit of zero. Thus, Mazur concluded that “the technical component of these tests, and corresponding payments for each component, does not encompass physician work.”

In light of the evidence presented by defendants’ expert, we cannot say that it was against the manifest weight of the evidence for the trial court to determine that a material breach of contract was not established. We affirm the trial court’s ruling on this matter and find that, because plaintiffs have not carried their burden of proving a breach of contract by defendants, plaintiffs have not shown why they should be relieved of their obligations under the restrictive noncompete covenants in their contracts. Accordingly, plaintiffs’ breach-of-contract claim cannot serve as a basis upon which to deny defendants a preliminary injunction.

Plaintiffs raise as their third and final issue whether the restrictive covenants in their employment contracts are unenforceable because they are unreasonably over-broad in their temporal and activity restrictions. The restrictive covenant in Dr. Ramadurai’s contract imposed a three-year restriction on his practice of medicine within a two-mile radius of the Clinic’s offices. The restrictive covenant in Dr. Mohanty’s contract limited his ability to practice medicine for five years within a five-mile radius of the Clinic’s offices.

As noted earlier in this opinion, this court has a long tradition of upholding covenants not to compete in employment contracts involving the performance of professional services when the limitations as to time and territory are not unreasonable. Cockerill v. Wilson, 51 Ill. 2d 179, 183-84 (1972); Canfield v. Spear, 44 Ill. 2d 49 (1969); Bauer v. Sawyer, 8 Ill. 2d 351 (1956). “ ‘In determining whether a restraint is reasonable it is necessary to consider whether enforcement will be injurious to the public or cause undue hardship to the promisor, and whether the restraint imposed is greater than is necessary to protect the promisee.’ ” House of Vision, Inc. v. Hiyane, 37 Ill. 2d 32, 37 (1967), quoting Bauer v. Sawyer, 8 Ill. 2d 351, 355 (1956).

The trial court, when considering the reasonableness of the covenants here, ruled that the activity restriction was unreasonably overbroad because the restriction on “the practice of medicine” was greater than necessary to protect the interests of defendants, who specialized in the practice of cardiology. The appellate court rejected this ruling, holding:

“Based on the testimony, it is not a greater restraint than necessary to protect the defendants. Dr. Ramadurai pointed out, as a doctor, he is licensed to practice medicine, not just his specialties. Just as Dr. Monteverde saw patients for conditions unrelated to internal medicine or cardiology, the plaintiffs’ specialties do not prevent them from seeing patients in other areas of medicine, if they so chose, placing them in competition with the defendants.” 358 Ill. App. 3d at 908.

In addition, the appellate court found that no undue hardship would accrue to plaintiffs as a result of the covenants because: “They are free to practice medicine outside the five-mile limit, which, given the heavily populated Chicago metropolitan area, would not deprive them of employment.” 358 Ill. App. 3d at 908.

Plaintiffs contest the correctness of the appellate court’s ruling and ask us to affirm the circuit court’s judgment on this point. We, however, find the appellate court’s reasoning to be persuasive and, accordingly, affirm its ruling.

Under the circumstances of this case, the restriction on the “practice of medicine” is not unreasonable. Cardiology, like other specialties, is inextricably intertwined with the practice of medicine. For this reason, restrictive covenants precluding the practice of medicine against physicians who practice a specialty have been upheld as reasonable. See Canfield v. Spear, 44 Ill. 2d 49 (1969) (dermatologist); Prairie Eye Center, Ltd. v. Butler, 329 Ill. App. 3d 293 (2002); Retina Services, Ltd. v. Garoon, 182 Ill. App. 3d 851 (1989) (ophthalmologists). Thus, we find that the restraint on the practice of medicine, here, was not greater than necessary to protect defendants’ interests. This is particularly so because the restriction on plaintiffs is in effect only within a narrowly circumscribed area of a large metropolitan area. As the appellate court noted, the two- and five-mile restrictions will not cause plaintiffs any undue hardship. Moreover, plaintiffs do not suggest that a more narrowly drawn activity restriction would have been practicable.

Next, plaintiffs argue, as they did in the appellate court below, that the temporal restrictions found in their covenants are unreasonable and that the trial court held them to be so. Like the appellate court, however, we find plaintiffs’ argument to be factually and substantively incorrect.

The trial court found the temporal restrictions to be “problematic.” The trial court acknowledged that there was evidence in the record which would support a finding that the three- and five-year restrictions were reasonable, but then found it “significant” that Dr. Monteverde testified that the three-year restriction for Dr. Ramadurai “just came into his mind” and the five-year restriction was imposed on Dr. Mohanty because Dr. Monteverde did not trust him. It does not appear, however, that the trial court actually concluded that the temporal restrictions were unreasonable.

In any event, we do not agree that Dr. Monteverde’s candid remarks are cause for concern. Courts, when assessing the reasonableness of restrictive covenants, are to apply an objective standard, informed by the individual facts of the case. Thus, Dr. Monteverde’s personal, subjective motivations for imposing the particular temporal restrictions are irrelevant as long as the limitations satisfy an objective standard of reasonableness. We find that they do.

Record evidence indicated that it took more than 10 years for St. John Clinic to establish itself as a successful cardiology practice. Dr. Monteverde testified that it took a minimum of three to five years to develop a referral base and that during the time that Drs. Ramadurai and Mohanty worked for the Clinic, nearly all of their referrals had come through the Clinic. Further, Dr. Monteverde testified that from 1989, when Dr. Ramadurai was hired, to 2001, when Dr. Mohanty was hired, the practice of cardiology had become much more competitive. There were more cardiologists in the area, which meant that a greater number of doctors were available to serve a limited number of cardiology patients in the area. There is nothing to indicate that the trial court did not find Dr. Monteverde’s testimony to be credible. More importantly, plaintiffs have never presented any evidence to refute it. We cannot say, therefore, that the three- and five-year restrictions are unreasonable under the circumstances of this case. We note, too, that similar restrictions in other restrictive covenants have been upheld as reasonable. Cockerill v. Wilson, 51 Ill. 2d 179 (1972) (five-year restriction); Canfield v. Spear, 44 Ill. 2d 49 (1969) (three years); Bauer v. Sawyer, 8 Ill. 2d 351 (1956) (five-year restriction).

Finally, plaintiffs argue that, with their absence from the Clinic, the Clinic will be unable to handle its patient load. This argument is unresponsive to the issue here— whether the temporal restriction is greater than necessary to protect defendants’ interests. The measure of the potential harm to the public caused by the restriction is whether there exists a sufficient number of cardiologists in the area to meet patient needs. Plaintiffs do not contest defendants’ evidence on this point. Thus, we cannot say that barring plaintiffs from the practice of medicine within the restricted area for the stated time periods would seriously diminish the number of cardiologists available to provide the necessary patient care. Therefore, we conclude that the three- and five-year time restrictions on the plaintiffs’ ability to practice medicine within the limited geographical area was reasonable and necessary to protect the Clinic’s interests.

CONCLUSION

In opposition to defendants’ motion for a preliminary injunction, plaintiffs contested the validity and reasonableness of the restrictive covenants contained in their employment contracts. We have rejected each of plaintiffs’ arguments and, as a result, conclude that defendants are entitled to a preliminary injunction to enforce the restrictive covenants contained in plaintiffs’ employment contracts. We affirm the appellate court’s judgment.

Appellate court judgment affirmed.

1 The contract was later amended to afford Dr. Ramadurai 55% of his gross receipts.

2 Dr. Mohanty’s contract was amended on October 10, 2001, to provide that his annual salary would be 50% of his gross receipts, with a guaranteed minimum of $200,000, to be paid in monthly installments of $16,666.66. If 50% of his gross receipts exceeded the $200,000 minimum, the remainder was to be paid in a lump sum “bonus.” The amended contract also calculated Dr. Mohanty’s “bonus” for the July 1, 2000, through June 30, 2001, fiscal year to be $65,000.

3 In July 2003, Drs. Mohanty and Ramadurai left the Clinic but continued to practice medicine within the restricted area and see patients at the restricted hospitals, in violation of the covenants in their employment contracts.

4 Apparently, Dr. Mohanty interpreted most of the myoview tests due to his special training in nuclear cardiology.

5 Mazur is a “coding specialist” with over 30 years of experience in the health-care field, including CPT Code billing and Medicare reimbursements.

6 Dr. Ramadurai’s contract was amended at some point to afford him 55% of his gross receipts.