Self-Forwarded Emails and the Scope of Post-Employment Covenants: The Fourth Circuit Defines the Limits of “Use” and “Return” Obligations in Allegis Group, Inc. v. Christopher Bero

1. Introduction

Allegis Group, Inc. v. Bero, No. 23-2023 (4th Cir. July 29 2025) concerns the perennial clash between employers that rely on restrictive covenants to protect customer relationships and departing employees seeking professional mobility. The plaintiffs—Aston Carter, Inc. and its parent Allegis Group (together, “Employers”)—sued former recruiter Christopher J. Bero after he joined a competitor, Jobot. They alleged breaches of three contractual provisions:

• a non-solicitation covenant that barred certain customer contact for one year,
• a nondisclosure covenant prohibiting use or disclosure of “Confidential Information,” and
• a return-and-preservation clause requiring the return of “Company Records.”

The District of Maryland granted summary judgment to Bero; the Fourth Circuit affirmed, holding that (1) Bero’s post-departure contacts were outside the covenant’s scope, (2) forwarding company files to his own Gmail did not constitute “use, disclose or divulge … to any other person or entity,” and (3) the contract did not obligate him to return the emails he had preserved. Although unpublished, the decision marks the first federal appellate treatment of whether self-forwarding emails alone violates typical staffing-industry NDAs, and it offers drafting lessons for employers nationwide.

2. Summary of the Judgment

• The court affirmed summary judgment for Bero on all three contractual claims.
• Non-Solicitation: Because Bero never serviced or received confidential information about software-engineering or data-science placements while at Aston Carter or its affiliates, his outreach to Schneider Electric and Dave.com lay outside the covenant’s expressly limited scope.
• Nondisclosure: The covenant’s plain language bars disclosure “to any other person or entity.” An employee’s act of emailing himself does not meet that requirement; the Employers showed no evidence of third-party disclosure or later competitive use.
• Return & Preservation: The clause expressly mentions emails in the duty of preservation but not in the duty of return. Under Maryland’s rules of construction (objective theory, expressio unius, and contra proferentem), the omission means emails need not be physically “returned.”

3. Analytical Commentary

3.1 Precedents Cited and Their Influence

1. Credible Behavioral Health, Inc. v. Johnson, 220 A.3d 303 (Md. 2019) – Supplies Maryland’s objective theory of contract interpretation and the instruction to construe ambiguities against the drafter. – Guided the court in reading the ambiguous phrase “use … to any other person or entity.”
2. Myers v. Kayhoe, 892 A.2d 520 (Md. 2006) – Stands for the proposition that an express contractual term negates an implied inconsistent term. – Supported the conclusion that because emails were singled out only under preservation, they were not within the return obligation.
3. Federal summary-judgment trilogy: Anderson v. Liberty Lobby, 477 U.S. 242 (1986); Celotex Corp. v. Catrett, 477 U.S. 317 (1986); Matsushita Elec. Indus. v. Zenith Radio, 475 U.S. 574 (1986). – Applied in assessing the Employers’ failure to produce evidence of third-party disclosure or competitive use.
4. Fourth-Circuit procedural cases such as Parkway 1046, LLC v. U.S. Home Corp., 961 F.3d 301 (4th Cir. 2020) and Moore v. Equitrans, L.P., 27 F.4th 211 (4th Cir. 2022) – Reinforced the de-novo standard for summary-judgment review.
5. Aerotek v. Nosky (parallel Fourth-Circuit appeal 24-1372, still pending at the time) – Mentioned because it involves nearly identical contract language by related entities, indicating the wider stakes for Allegis Group’s drafting practices.

3.2 Legal Reasoning

a) Textual Parsing & Narrow Tailoring
The panel adopted a strictly textual approach. Each covenant applied only to activities/ information that were (i) “competitive with any aspect of [the] Business” and (ii) involved services Bero personally performed or confidential information he actually obtained in the two-year look-back period. This dual filter shrank the covenant’s radius considerably.

b) Absence of Evidence
Even assuming arguendo the covenants were enforceable under Maryland’s reasonableness test for restrictive covenants, Allegis had to show a factual breach. The record lacked proof that Bero ever accessed or exported confidential material relating to engineering or data-science placements, or that Jobot gained business from his contacts.

c) Contra Proferentem & Expressio Unius
Maryland law instructs courts to resolve ambiguous drafting against the drafter and to assume that where drafters list items in one clause but omit them in another, the omission is intentional. The Employers’ inclusion of “e-mails” in the preservation sentence but not in the return sentence was outcome-determinative.

d) Grammatical Construction
The court highlighted the syntactic awkwardness of “use … to any other person or entity,” signaling that poor grammar can become substantive in litigation. Because the verb “use” typically takes the preposition “for,” the phrase was at best ambiguous and therefore construed against Allegis.

3.3 Likely Impact

• Drafting Precision: Employers—especially in staffing and high-turnover industries—must expressly obligate employees to return electronic information or risk losing that protection.
• Self-Forwarding ≠ Disclosure: Plaintiffs alleging breach of confidentiality must show either external disclosure or actionable use, not mere possession. This complicates quick TRO strategies that rely on evidence of emailed spreadsheets.
• Narrow Construction of Non-Solicits: Courts may confine non-solicitation covenants to the actual functional niche the employee served, rejecting employer attempts to claim enterprise-wide protection.
• Influence Beyond Maryland: Although unpublished, Fourth-Circuit district courts, and state courts applying analogous contract principles, will cite the decision for its careful text-based methodology.
• Parallel Litigation Watch: The companion case Aerotek v. Nosky could yield a published opinion; if so, Bero foreshadows the court’s likely stance.

4. Simplifying Complex Legal Concepts

Objective Theory of Contracts

Courts do not ask what the parties subjectively intended. Instead, they ask what a reasonable person would think the contract language means.

Contra Proferentem

When language is ambiguous, it is interpreted against the party that drafted it—in this case, the Employers.

Expressio Unius Est Exclusio Alterius

Listing specific items in one part of a contract implies the exclusion of unlisted items in another part concerning the same subject.

Summary Judgment

A procedural device that ends a case before trial when there is no genuine dispute of material fact and one party is entitled to judgment as a matter of law.

Restrictive Covenant

A contractual clause that limits an employee’s activities after leaving the employer (e.g., non-compete, non-solicit, NDA).

5. Conclusion

Allegis Group, Inc. v. Bero underscores the judiciary’s insistence on clear, narrow drafting in post-employment covenants. The Fourth Circuit’s textualist approach produced three pivotal takeaways:

1. Mere self-forwarding of internal documents is not “disclosure” absent evidence of third-party relay or competitive use.
2. When a contract claims broad protection, courts will confine it to the precise scope that the parties actually articulated, rejecting attempts to graft wider prohibitions after the fact.
3. An employer’s failure to identify emails—or any digital asset—in a return clause defeats a claim that an ex-employee must give them back.

For employers, the decision is a cautionary tale: invest in meticulous covenant drafting, define “use,” “disclose,” and “return” with digital specificity, and align restrictive scope with the employee’s actual role. For employees and litigators, Bero provides a roadmap for challenging overbroad or vaguely drafted post-employment restrictions.