Karpinski (P), an oral surgeon in Cayuga County, wanted to expand his practice. P hired Ingrasci (D), an oral surgeon, to staff his new office. D agreed to never practice dentistry and/or oral surgery in Cayuga, Portland, Seneca, Tompkins, or Ontario Counties except in association with P. D executed a $40,000 promissory note to P to become payable if D left P and practiced dentistry and/or oral surgery in any of the five stated counties. If P terminated D's employment, D was released from the noncompete clause. Either party could terminate the contract with a 60-day notice. The contract expired after three years, and they were unable to reach a new agreement. D opened his own practice that competed with P in the five-county area; 90% of D's patients were referrals. P closed his second office and sued to enforce the note and for an injunction. The trial court gave the verdicts to P. They were overturned on appeal. P appealed.

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