{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island/json", "type": "application/json" } ], "data": { "topic": "invention-assignment", "state": "rhode-island", "frontmatter": { "title": "Employee Invention Assignment in Rhode Island", "description": "Rhode Island has no employee-invention-assignment statute — no own-time carve-out and no notice requirement — and its Noncompetition Agreement Act expressly excludes invention assignment agreements from the state's noncompete ban, shielding the clause rather than limiting it. Absent a written assignment the inventor owns unless hired to invent, and the only on-point trailing-clause authority is a 1952 federal decision applying Rhode Island law that upheld a one-year, subject-matter-limited holdover under a reasonableness test — no Rhode Island state appellate court has ruled on a holdover clause.", "state": "Rhode Island", "lastReviewed": "2026-07-03", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "bottomLine": "Rhode Island has no employee-invention-assignment statute — no own-time carve-out and no notice requirement — and R.I. Gen. Laws § 28-59-2(8)(vii) expressly excludes invention assignment agreements from the state's noncompete ban, a shield for the clause rather than a limit on it; absent a written assignment the inventor owns unless hired to invent, and a trailing clause is tested for reasonableness on the strength of Universal Winding Co. v. Clarke, a 1952 federal decision applying Rhode Island law that upheld a one-year, subject-matter-limited holdover — no Rhode Island state appellate court has ruled on a holdover clause in our review.", "keyLaw": "No Rhode Island invention-assignment statute; R.I. Gen. Laws § 28-59-2(8)(vii) (invention assignments excluded from the noncompete ban); Universal Winding Co. v. Clarke, 108 F. Supp. 329 (D. Conn. 1952) (applying Rhode Island law); Stanford v. Roche, 563 U.S. 776 (2011)", "statutoryCarveOut": "none", "defaultOwnership": "employee", "employeeNoticeRequired": "n/a", "holdoverClauseLimit": "reasonablenessOnly", "carveOutScope": "Rhode Island has no statutory own-time carve-out; the reach of an assignment clause is limited only by ordinary contract law, the common-law inventor-owns default (subject to the hired-to-invent exception and the employer's shop right), and the federal patent and copyright overlay — and the Rhode Island Noncompetition Agreement Act expressly excludes invention assignment agreements from its noncompete ban, so that statute cannot be used against the clause either." }, "about": [ "Rhode Island invention assignment", "Rhode Island no invention-assignment statute", "Rhode Island employee invention ownership", "Rhode Island Noncompetition Agreement Act invention assignment exclusion", "Universal Winding Co. v. Clarke", "Silver Spring Bleaching & Dyeing Co. v. Woolworth", "Rhode Island holdover trailing assignment" ], "translations": [ { "language": "中文", "status": "planned" }, { "language": "Español", "status": "planned" }, { "language": "Português", "status": "planned" }, { "language": "Deutsch", "status": "planned" } ], "relatedForm": { "slug": "openagreements-confidentiality-invention-assignment-agreement" } }, "questions": [ { "slug": "statutory-carve-out", "label": "Can the employer require assignment of every invention?", "heading": "Can a Rhode Island employer require assignment of every invention?", "answerText": "There is no statutory ceiling. Rhode Island has no employee-invention-assignment statute — nothing like California Labor Code § 2870 that voids an assignment of a true own-time, own-resource invention — so an assignment clause's reach is bounded only by ordinary contract law, the common-law inventor-owns default, and the federal patent and copyright overlay. What the Rhode Island statute book says about invention assignments is — unusually — protective of the clause: the Rhode Island Noncompetition Agreement Act expressly excludes invention assignment agreements from its ban on noncompetition agreements.", "sources": [ { "id": "ri-noncompete-act-excludes-invention-assignments", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "R.I. Gen. Laws § 28-59-2(8)", "citation": "R.I. Gen. Laws § 28-59-2(8)(vii).", "url": "https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm", "proposition": "R.I. Gen. Laws § 28-59-2(8)(vii) excludes invention assignment agreements from the definition of the noncompetition agreements the Rhode Island Noncompetition Agreement Act makes unenforceable, so the Act shields the clause rather than limiting it.", "verbatimQuote": "(vii) Invention assignment agreements;", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-ri-noncompete-act-excludes-invention-assignments" }, { "id": "ri-noncompete-act-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "R.I. Gen. Laws § 28-59-2(8)", "citation": "R.I. Gen. Laws § 28-59-2(8).", "url": "https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm", "proposition": "R.I. Gen. Laws § 28-59-2(8) defines the noncompetition agreements covered by the Rhode Island Noncompetition Agreement Act as agreements not to engage in specified competitive activities after the employment relationship has ended — the definition from which invention assignment agreements are then expressly excluded.", "verbatimQuote": "“Noncompetition agreement” means an agreement between an employer and an employee, or otherwise arising out of an existing or anticipated employment relationship, under which the employee or expected employee agrees that he or she will not engage in certain specified activities competitive with his or her employer after the employment relationship has ended.", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-ri-noncompete-act-definition" }, { "id": "ri-28-59-3-worker-bans", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "R.I. Gen. Laws § 28-59-3", "citation": "R.I. Gen. Laws § 28-59-3(a).", "url": "https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-3.htm", "proposition": "R.I. Gen. Laws § 28-59-3(a) makes noncompetition agreements unenforceable against nonexempt employees, student interns and short-term student workers, employees age eighteen or younger, and low-wage employees — but those bans do not reach an invention assignment, which § 28-59-2(8)(vii) excludes from the Act's definition.", "verbatimQuote": "A noncompetition agreement shall not be enforceable against the following types of workers:", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-ri-28-59-3-worker-bans" }, { "id": "stanford-inventor-baseline", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems", "citation": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).", "url": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/", "deepLink": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/#:~:text=Since%201790%2C%20the%20patent%20law,invention%20belong%20to%20the%20inventor.", "proposition": "Stanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor, the baseline against which any assignment clause is measured.", "verbatimQuote": "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor.", "date": "2011-06-06", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-stanford-inventor-baseline" } ] }, { "slug": "employee-notice", "label": "Must the employer give the employee written notice of the carve-out?", "heading": "Must a Rhode Island employer notify the employee?", "answerText": "Not applicable. Because Rhode Island has no invention-assignment statute, there is no statutory carve-out to notify the employee about and no notice requirement of the kind California imposes under Labor Code § 2872 or Washington imposes under RCW 49.44.140(3). The one Rhode Island statute that mentions invention assignments — the Noncompetition Agreement Act — contains no notice provision of any kind, and it excludes invention assignment agreements from its scope in any event.", "sources": [ { "id": "ri-28-59-3-no-notice", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "R.I. Gen. Laws § 28-59-3", "citation": "R.I. Gen. Laws § 28-59-3(a).", "url": "https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-3.htm", "proposition": "R.I. Gen. Laws § 28-59-3 limits noncompete enforceability only through categorical worker bans and contains no notice, consideration, or review-period requirement — so Rhode Island imposes no statutory notice formality on any employment covenant, let alone on invention assignments.", "verbatimQuote": "A noncompetition agreement shall not be enforceable against the following types of workers:", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-ri-28-59-3-no-notice" }, { "id": "ri-exclusion-nothing-to-notice", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "R.I. Gen. Laws § 28-59-2(8)", "citation": "R.I. Gen. Laws § 28-59-2(8)(vii).", "url": "https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm", "proposition": "R.I. Gen. Laws § 28-59-2(8)(vii) excludes invention assignment agreements from the Noncompetition Agreement Act's definition, so even the Act's own limits — which include no notice provision — do not attach to an invention assignment.", "verbatimQuote": "(vii) Invention assignment agreements;", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-ri-exclusion-nothing-to-notice" } ] }, { "slug": "default-ownership", "label": "Absent a written assignment, who owns the invention?", "heading": "Who owns an invention by default in Rhode Island?", "answerText": "The inventor, unless hired to invent. Absent a written assignment, the baseline under federal patent law — which governs who holds title to a patentable invention in Rhode Island as elsewhere — is that rights belong to the employee who conceived it, and the narrow exception is the employee hired to invent. Rhode Island's own case law is thin but old and pointed: in Silver Spring Bleaching & Dyeing Co. v. Woolworth, decided in 1890, the Rhode Island Supreme Court held that a discovery made by an employee whose directed job was to experiment toward that discovery belonged to the employer even without a special contract.", "sources": [ { "id": "stanford-inventor-default", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems", "citation": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).", "url": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/", "deepLink": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/#:~:text=Since%201790%2C%20the%20patent%20law,invention%20belong%20to%20the%20inventor.", "proposition": "Stanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor.", "verbatimQuote": "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor.", "date": "2011-06-06", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-stanford-inventor-default" }, { "id": "stanford-derivative-title", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems", "citation": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).", "url": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/", "deepLink": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/#:~:text=Thus%2C%20although%20others%20may%20acquire,trace%20back%20to%20the%20inventor.", "proposition": "Stanford v. Roche holds that although others may acquire an interest in an invention, that interest as a general rule must trace back to the inventor — so an employer takes title only through an assignment from the employee-inventor.", "verbatimQuote": "Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor.", "date": "2011-06-06", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-stanford-derivative-title" }, { "id": "dubilier-hired-to-invent", "authorityType": "case-law", "tier": "primary-source-backed", "title": "United States v. Dubilier Condenser Corp.", "citation": "United States v. Dubilier Condenser Corp., 289 U.S. 178 (1933).", "url": "https://www.courtlistener.com/opinion/1087847/united-states-v-dubilier-condenser-corp/", "deepLink": "https://www.courtlistener.com/opinion/1087847/united-states-v-dubilier-condenser-corp/#:~:text=One%20employed%20to%20make%20an,his%20employer%20any%20patent%20obtained.", "proposition": "United States v. Dubilier Condenser Corp. holds that an employee hired to make an invention who succeeds during the term of service is bound to assign the resulting patent to the employer.", "verbatimQuote": "One employed to make an invention, who succeeds, during his term of service, in accomplishing that task, is bound to assign to his employer any patent obtained.", "date": "1933-05-08", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-dubilier-hired-to-invent" }, { "id": "silver-spring-directed-discovery", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Silver Spring Bleaching & Dyeing Co. v. Woolworth", "citation": "Silver Spring Bleaching & Dyeing Co. v. Woolworth, 16 R.I. 729, 19 A. 528 (1890).", "url": "https://www.courtlistener.com/opinion/4106016/silver-spring-bleaching-dyeing-co-v-woolworth/", "deepLink": "https://www.courtlistener.com/opinion/4106016/silver-spring-bleaching-dyeing-co-v-woolworth/#:~:text=under%20its%20direction%2C%20for%20the,formula%20of%20a%20secret%20process%2C", "proposition": "Silver Spring Bleaching & Dyeing Co. v. Woolworth holds that a discovery made by an employee who was using the employer's time, materials, and machinery under its direction for the purpose of making the discovery was the employer's property independently of any special contract — Rhode Island's hired-to-invent exception case.", "verbatimQuote": "under its direction, for the purpose of making the discovery, and it follows that, independently of any special contract to that effect, the resulting discovery was just as much its property as if, instead of being the formula of a secret process,", "date": "1890-03-01", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-silver-spring-directed-discovery" }, { "id": "silver-spring-implied-contract", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Silver Spring Bleaching & Dyeing Co. v. Woolworth", "citation": "Silver Spring Bleaching & Dyeing Co. v. Woolworth, 16 R.I. 729, 19 A. 528 (1890).", "url": "https://www.courtlistener.com/opinion/4106016/silver-spring-bleaching-dyeing-co-v-woolworth/", "deepLink": "https://www.courtlistener.com/opinion/4106016/silver-spring-bleaching-dyeing-co-v-woolworth/#:~:text=at%20the%20time%20of%20the,the%20time%20of%20his%20employment", "proposition": "In Silver Spring Bleaching & Dyeing Co. v. Woolworth the jury found, and the court accepted, an implied contract entitling the employer to the inventions and discoveries the employee made during his employment.", "verbatimQuote": "at the time of the commencement of this suit an implied contract subsisting and in force between said parties, whereby the plaintiff was and is entitled to the inventions and discoveries made by the defendant during the time of his employment", "date": "1890-03-01", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-silver-spring-implied-contract" }, { "id": "universal-winding-only-ri-case", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Universal Winding Co. v. Clarke", "citation": "Universal Winding Co. v. Clarke, 108 F. Supp. 329 (D. Conn. 1952).", "url": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/", "deepLink": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/#:~:text=The%20only%20Rhode%20Island%20case,%26%20Dyeing%20Co.%20v.%20Woolworth", "proposition": "Universal Winding Co. v. Clarke, surveying Rhode Island law in 1952, identified Silver Spring Bleaching & Dyeing Co. v. Woolworth as the only Rhode Island case touching on the validity and effect of an employee invention-assignment agreement — documenting how sparse Rhode Island authority is.", "verbatimQuote": "The only Rhode Island case touching on the question of the validity and effect of an agreement by an employee to assign his inventions and improvements to his employer is Silver Spring Bleaching & Dyeing Co. v. Woolworth", "date": "1952-07-02", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-universal-winding-only-ri-case" } ] }, { "slug": "holdover-clause-limit", "label": "Are post-employment trailing-assignment clauses enforceable?", "heading": "Are trailing-assignment (holdover) clauses enforceable in Rhode Island?", "answerText": "Probably yes when narrowly drawn, but the authority deserves a prominent asterisk. The only decision found in our review that squarely rules on a trailing clause under Rhode Island law is Universal Winding Co. v. Clarke — and it is a 1952 decision of a federal district court sitting in Connecticut, predicting Rhode Island law, not a Rhode Island court's ruling. That court upheld a one-year holdover limited to the subject matter of the employment under a three-part reasonableness test. No Rhode Island state appellate decision on a holdover clause was found in our review, so the standard remains a seventy-year-old federal prediction, and a modern court would most likely fill the gap with Rhode Island's general covenant framework — reasonableness with partial enforcement — by analogy.", "sources": [ { "id": "universal-winding-applies-ri-law", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Universal Winding Co. v. Clarke", "citation": "Universal Winding Co. v. Clarke, 108 F. Supp. 329 (D. Conn. 1952).", "url": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/", "deepLink": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/#:~:text=Hence%20this%20court%2C%20with%20its,and%20effect%20of%20the%20contract.", "proposition": "Universal Winding Co. v. Clarke — a federal district court sitting in Connecticut — expressly applied Rhode Island law to determine the validity and effect of the invention-assignment agreement, which is what makes it on-point Rhode Island trailing-clause authority and also what caps its weight as a federal prediction.", "verbatimQuote": "Hence this court, with its seat in Connecticut, will apply Rhode Island law in determining the validity and effect of the contract.", "date": "1952-07-02", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-universal-winding-applies-ri-law" }, { "id": "universal-winding-reasonableness-test", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Universal Winding Co. v. Clarke", "citation": "Universal Winding Co. v. Clarke, 108 F. Supp. 329 (D. Conn. 1952).", "url": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/", "deepLink": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/#:~:text=Under%20the%20law%20of%20Rhode,the%20employee%E2%80%99s%20freedom%20of%20contract", "proposition": "Universal Winding Co. v. Clarke states the Rhode Island reasonableness test it applied to the trailing clause — no greater a restraint than reasonably required to protect the employer's competitive position and no unreasonable curtailment of the employee's freedom of contract, with a third limb (as the opinion states it) asking whether the restraint would impair the public interest.", "verbatimQuote": "Under the law of Rhode Island a contract by an employer prohibiting an employee from accepting employment with a competitor is not invalid as an unreasonable restraint of trade if the extent of the restraint reasonably to be expected therefrom is (a) no greater than reasonably required to protect the employer’s competitive position, (b) is not such as unreasonably to curtail the employee’s freedom of contract", "date": "1952-07-02", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-universal-winding-reasonableness-test" }, { "id": "universal-winding-functional-restraint", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Universal Winding Co. v. Clarke", "citation": "Universal Winding Co. v. Clarke, 108 F. Supp. 329 (D. Conn. 1952).", "url": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/", "deepLink": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/#:~:text=Thus%20in%20this%20aspect%20the,the%20design%20of%20winding%20machines.", "proposition": "Universal Winding Co. v. Clarke treated the trailing assignment realistically as operating like a one-year covenant not to work in the field of winding-machine design — after construing the clause narrowly to inventions with particular pertinence to that field — and upheld it on that footing.", "verbatimQuote": "Thus in this aspect the agreement savored of a covenant for the year following employment by the plaintiff not to work, or not to accept employment, for one year in the field of the design of winding machines.", "date": "1952-07-02", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-universal-winding-functional-restraint" }, { "id": "universal-winding-one-year-reasonable", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Universal Winding Co. v. Clarke", "citation": "Universal Winding Co. v. Clarke, 108 F. Supp. 329 (D. Conn. 1952).", "url": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/", "deepLink": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/#:~:text=Also%20reasonably%20required%20for%20plaintiff%E2%80%99s,the%20year%20succeeding%20the%20employment.", "proposition": "Universal Winding Co. v. Clarke held the one-year post-employment extension of the assignment agreement reasonably required for the employer's protection — the only judicial blessing of a specific holdover duration under Rhode Island law found in our review.", "verbatimQuote": "Also reasonably required for plaintiff’s protection was the extension of the agreement to the period of the year succeeding the employment.", "date": "1952-07-02", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-universal-winding-one-year-reasonable" }, { "id": "universal-winding-holding", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Universal Winding Co. v. Clarke", "citation": "Universal Winding Co. v. Clarke, 108 F. Supp. 329 (D. Conn. 1952).", "url": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/", "deepLink": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/#:~:text=Said%20written%20agreement%20was%20not,an%20unreasonable%20restraint%20on%20trade.", "proposition": "Universal Winding Co. v. Clarke formally concluded that the assignment agreement, including its one-year holdover, was not invalid as an unreasonable restraint on trade (the word unenforcible is the opinion's original spelling).", "verbatimQuote": "Said written agreement was not invalid or unenforcible as an unreasonable restraint on trade.", "date": "1952-07-02", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-universal-winding-holding" }, { "id": "durapin-reasonableness-crucial", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Durapin, Inc. v. American Products, Inc.", "citation": "Durapin, Inc. v. American Products, Inc., 559 A.2d 1051 (R.I. 1989).", "url": "https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/", "deepLink": "https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/#:~:text=When%20considering%20the%20validity%20of,particular%20circumstances%20surrounding%20the%20agreement.", "proposition": "Durapin, Inc. v. American Products, Inc. states the Rhode Island Supreme Court's modern rule that reasonableness, judged on the particular circumstances, is the crucial issue when reviewing a noncompetition agreement — the framework a Rhode Island court would most likely extend to a holdover clause by analogy.", "verbatimQuote": "When considering the validity of a noncompetition agreement, the crucial issue is reasonableness, and that test is dependent upon the particular circumstances surrounding the agreement.", "date": "1989-06-14", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-durapin-reasonableness-crucial" }, { "id": "durapin-partial-enforcement", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Durapin, Inc. v. American Products, Inc.", "citation": "Durapin, Inc. v. American Products, Inc., 559 A.2d 1051 (R.I. 1989).", "url": "https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/", "deepLink": "https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/#:~:text=We%20believe%20this%20is%20the,the%20part%20of%20the%20promisee.", "proposition": "Durapin, Inc. v. American Products, Inc. adopts partial enforcement in Rhode Island — unreasonable restraints are modified and enforced whether or not their terms are divisible, unless the promisee acted in bad faith or deliberately overreached.", "verbatimQuote": "We believe this is the appropriate time to choose the route that permits unreasonable restraints to be modified and enforced, whether or not their terms are divisible, unless the circumstances indicate bad faith or deliberate overreaching on the part of the promisee.", "date": "1989-06-14", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-durapin-partial-enforcement" }, { "id": "cranston-temporal-overbreadth", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Cranston Print Works Co. v. Pothier", "citation": "Cranston Print Works Co. v. Pothier, 848 A.2d 213 (R.I. 2004).", "url": "https://www.courtlistener.com/opinion/2195476/cranston-print-works-co-v-pothier/", "deepLink": "https://www.courtlistener.com/opinion/2195476/cranston-print-works-co-v-pothier/#:~:text=Also%2C%20the%20lack%20of%20a,business%20information%20and%20trade%20secrets.", "proposition": "Cranston Print Works Co. v. Pothier flags the lack of a temporal limitation as a reasonableness problem because an unlimited duration is longer than necessary to protect legitimate commercial interests — the analysis an open-ended holdover clause would invite.", "verbatimQuote": "Also, the lack of a temporal limitation to the noncompete provisions may be unreasonable because the duration of the prohibition is longer than necessary to protect Cranston Print’s legitimate commercial interests in safeguarding its confidential business information and trade secrets.", "date": "2004-04-14", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-cranston-temporal-overbreadth" }, { "id": "cranston-equitable-tailoring", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Cranston Print Works Co. v. Pothier", "citation": "Cranston Print Works Co. v. Pothier, 848 A.2d 213 (R.I. 2004).", "url": "https://www.courtlistener.com/opinion/2195476/cranston-print-works-co-v-pothier/", "deepLink": "https://www.courtlistener.com/opinion/2195476/cranston-print-works-co-v-pothier/#:~:text=with%20Cranston%20Print%20bearing%20the,that%20it%20concludes%20are%20overbroad", "proposition": "Cranston Print Works Co. v. Pothier describes the court's remedial power in blue-pencil vocabulary but means equitable tailoring consistent with Durapin — a free hand to draw reasonable limitations into overbroad covenants, with the covenant's proponent bearing the burden on reasonableness.", "verbatimQuote": "with Cranston Print bearing the burden to show the reasonableness of these unrestricted noncompete provisions and the court having a free hand to take a “blue pencil,” if necessary, to draw in any reasonable limitations on such covenants that it concludes are overbroad", "date": "2004-04-14", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-cranston-equitable-tailoring" }, { "id": "ri-exclusion-holdover-context", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "R.I. Gen. Laws § 28-59-2(8)", "citation": "R.I. Gen. Laws § 28-59-2(8)(vii).", "url": "https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm", "proposition": "R.I. Gen. Laws § 28-59-2(8)(vii) excludes invention assignment agreements from the Noncompetition Agreement Act, so a challenge to a trailing clause must proceed under common-law restraint-of-trade doctrine rather than under the Act.", "verbatimQuote": "(vii) Invention assignment agreements;", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-ri-exclusion-holdover-context" }, { "id": "universal-winding-federal-prediction-practice", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Universal Winding Co. v. Clarke", "citation": "Universal Winding Co. v. Clarke, 108 F. Supp. 329 (D. Conn. 1952).", "url": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/", "deepLink": "https://www.courtlistener.com/opinion/1417398/universal-winding-co-v-clarke/#:~:text=Hence%20this%20court%2C%20with%20its,and%20effect%20of%20the%20contract.", "proposition": "Universal Winding Co. v. Clarke is a federal district court sitting in Connecticut applying Rhode Island law in 1952 — a choice-of-law prediction that binds no Rhode Island court, which is why its blessing of a one-year holdover should be treated as persuasive rather than settled Rhode Island law.", "verbatimQuote": "Hence this court, with its seat in Connecticut, will apply Rhode Island law in determining the validity and effect of the contract.", "date": "1952-07-02", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-universal-winding-federal-prediction-practice" }, { "id": "durapin-partial-enforcement-practice", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Durapin, Inc. v. American Products, Inc.", "citation": "Durapin, Inc. v. American Products, Inc., 559 A.2d 1051 (R.I. 1989).", "url": "https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/", "deepLink": "https://www.courtlistener.com/opinion/2334248/durapin-inc-v-american-products-inc/#:~:text=We%20believe%20this%20is%20the,the%20part%20of%20the%20promisee.", "proposition": "Durapin, Inc. v. American Products, Inc. permits Rhode Island courts to modify and enforce an unreasonable restraint — but withholds that rescue where the circumstances indicate bad faith or deliberate overreaching by the promisee, so deliberately overbroad drafting forfeits the safety net.", "verbatimQuote": "We believe this is the appropriate time to choose the route that permits unreasonable restraints to be modified and enforced, whether or not their terms are divisible, unless the circumstances indicate bad faith or deliberate overreaching on the part of the promisee.", "date": "1989-06-14", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-durapin-partial-enforcement-practice" }, { "id": "ri-exclusion-functional-noncompete-practice", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "R.I. Gen. Laws § 28-59-2(8)", "citation": "R.I. Gen. Laws § 28-59-2(8)(vii).", "url": "https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-2.htm", "proposition": "R.I. Gen. Laws § 28-59-2(8)(vii) excludes invention assignment agreements from the Noncompetition Agreement Act categorically on its text; no Rhode Island authority found in our review addresses whether an assignment clause so broad it functions as a noncompete would forfeit that exclusion.", "verbatimQuote": "(vii) Invention assignment agreements;", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/rhode-island#src-ri-exclusion-functional-noncompete-practice" } ] } ] } }