Veeva v. Epic: Standing Room Only

Epic's motion to dismiss is procedurally strong, but winning there might be the worst thing that could happen to them

Note that should be obvious: I'm not a lawyer, this isn't legal advice, and if you're an Epic employee making decisions about your non-compete based on a Substack post… I mean, that’s certainly a choice, but please talk to an actual attorney.

Death, taxes, and Epic court updates. I’m running out of over-the-top metaphors and memes to use here, people. The streak continues unabated with 8 straight Epic lawsuit posts, but this one is a big one in the ELU (Epic Litigative Universe). We have Epic’s Motion to Dimiss Veeva’s complaint about their non-competes!

For those who missed it, Veeva sued Epic in Dane County back in January, claiming:

1. Epic's non-competes are illegal under Wisconsin employment contract law by being too broad, too long, and enforced through equity clawback provisions that effectively punish employees indefinitely for leaving.

2. They also alleged tortious interference, pointing to a candidate who dropped out of Veeva's hiring process rather than risk their Epic stock.

I covered the initial filing in Veeva v. Epic: The Talent Battlefield and broke down the actual complaint in The Veeva v. Epic Complaint. The big questions I was pondering were whether the case was even “ripe” (nobody had actually been sued yet) and whether Epic could reframe Veeva as a real competitor given its CTMS plans.

In the interim since then, we’ve had some quibbling about Veeva general counsel Mike Wokasch's involvement in the case (Epic demanded he be screened and disqualified because he worked at Epic almost a decade ago and had allegedly advised internally on non-compete provisions), Veeva and Wokasch filed a joint motion pushing back, arguing that his prior IP work at Epic had nothing to do with the employment agreements being challenged here and that any information from nine years ago would be stale anyway. Epic even threatened to file a disciplinary complaint with the Office of Lawyer Regulation (which has a truly incredible 1.4 stars on Google Maps) if Wokasch didn't permanently recuse himself.

The Motion

That sideshow is still pending, but Epic wasn't about to wait and is now making its move. They hammer Veeva’s main Wisconsin employment contract claim on almost entirely procedural grounds:

• Standing: I missed this obvious one! Veeva isn't a party to any of these agreements. Epic argues that §103.465 exists to protect employees from overbroad restrictions, so only signatories or beneficiaries can challenge a contract and competitors don’t get a roving license to attack employment agreements in the abstract. Epic actually highlights how Veeva actually won this argument once before in California against Quintiles IMS, but highlights that was only because California categorically bans non-competes, while Wisconsin doesn't. Oof.

  • The only hope here is that while Epic cites many cases that run against Veeva, they’re actually all out-of-state, so this is genuinely a novel, unsettled question in the jurisdiction.

• Ripeness: Nailed this one. Epic has never enforced, or even threatened to enforce, a non-compete against anyone headed to Veeva. Veeva's entire injury is one unnamed candidate who paused an interview on their own.

  • I imagine Veeva pushing harder on their “in terrorem” argument that the equity clawback does the enforcing for Epic sans lawsuit. Adding Veeva to the Company List during bonus season is a real and concrete act.

• Separation of stock agreements and non-compete: This is a sub-part of the ripeness argument that could be devastating for Veeva. Epic invokes Selmer Co. v. Rinn to argue that the stock purchase agreements aren’t governed by § 103.465 at all. Buying stock is voluntary in their eyes, so those covenants aren’t part of the non-compete and fall under a more lenient common-law reasonableness standard. If the court agrees, it blows up Veeva’s indivisibility theory as to the equity clawback (the mechanism the complaint treated as the real enforcement weapon) and courts can blue-pencil overbroad provisions rather than voiding them entirely.

  • Veeva will almost certainly argue (and I think persuasively) that this is distinguishable from Selmer‘s clean scenario as a Hobson’s choice. Selmer involved genuinely independent stock options with zero employment consequences. Epic’s stock program bundles equity into annual bonus, so declining may mean forgoing significant compensation.

• Fact-intensive nature: Even if the court gets past standing and ripeness, Epic argues Veeva's claim is structurally impossible to adjudicate as is. § 103.465 requires a covenant-by-covenant, employee-by-employee analysis: what role did they hold, what confidential information did they access, what's the competitive context. In a nice bit of litigative judo, Epic quotes Veeva's own March 5 filing where it acknowledged that applications of the statute are "highly fact-bound."

• Arbitration provisions: Look, I know Epic really freaking loves arbitration, but this feels like wishful thinking. Several of Epic’s agreements require disputes to be resolved in binding arbitration. Epic argues Veeva can't override forum-selection clauses in contracts it didn't sign.

  • This one is logically awkward though when considered in the overall motion, as Epic is simultaneously arguing that Veeva has no standing because it's not a party to the agreements and that Veeva is bound by procedural provisions in those same agreements. Pick a lane!

• Quasi-class relief: Epic points out Veeva is trying to invalidate at least six different agreement templates covering employees in different roles and time periods, but frames this as an end-run around Wisconsin’s class-action requirements.

  • The rhetoric has a point, I suppose, as Veeva does want class-action results without class-action process, but the easy counterargument is that Veeva is asserting its own claims about the facial validity of standard-form language, not representing a bunch of absent employees.

Epic's arguments against Count II track similar themes (no identified prospective contract, no improper conduct beyond maintaining lawful covenants, and speculative damages) and are probably stronger than on Count I. The tortious interference claim is the most likely casualty of this motion regardless of how the declaratory judgment arguments shake out.

Lastly, there’s one fun rhetorical section Epic throws in that’s not pertinent to the procedure or merits, but it paints a picture:

The context here lays bare Veeva’s true purpose. On the same day Veeva filed this lawsuit, Veeva’s CEO emailed Epic’s CEO to say he “would like to resolve this out of court if possible” and that he “would like to partner with Epic somehow in the future as it would streamline things between healthcare providers and life sciences, which should help patients.” That is not the posture of a party seeking judicial resolution of a live legal dispute. It is a party using litigation as leverage and filing suit to pressure a competitor into a business arrangement to avoid competition under the auspices of “partnership.” The Complaint is not a good-faith invocation of the judicial process. It is a pressure tactic, and it should be treated as one.

Epic uses this to frame the entire suit as litigation-as-leverage rather than a genuine legal dispute. Perhaps that’s telling in some ways about respective company cultures- one saw it as an olive branch, the other saw a weapon. In any case, the optics intended could backfire, as judges generally do like seeing that a plaintiff tried to resolve things privately before burning judicial resources.

Where This Goes