In a decidedly aggressive move to compete with competitors like Uber, Lyft and General Motors in developing an autonomous vehicles division unit, on Friday, Sept. 6, 2022, Google offered a former Microsoft executive, Heather Lin, a position to develop and run an autonomous train vehicle division in China. Google is a Delaware corporation with its headquarters in California. Microsoft is also a Delaware corporation with its headquarters in Washington state. Lin accepted.

Upon accepting the position, Lin notified Google HR that she had left Microsoft's employment approximately 3 months earlier in June and that she did not have an enforceable non-compete agreement. At the time she left, Lin had worked as vice president of Microsoft's Research & Development Division. Media reports on Thursday, Sept. 5, indicated that Lin was expected to be joining Google and would head up a new artificial intelligence effort in China for Google's autonomous vehicles division.

Lin had started working for Microsoft, in the Seattle headquarters, in 2012 focusing on developing coding for faster searches. Fresh out of graduate school, Lin and Microsoft did not sign an employment contract when she began working there. She was quite successful, and her talent was recognized and rewarded with regular promotions. In fact, by 2019, Lin was promoted to VP of R&D at Microsoft. This promotion was accompanied by a large pay increase and a new employment contract. The employment contact included a non-compete clause stating that Lin could not work for any direct competitor of Microsoft's for twelve months after she left the company. On signing the new employment contact Lee received a bonus of $100,000.

In March 2022 top Microsoft executives met with Lee to discuss the poor performance of her development team. Specifically, the internet search division development team was months behind on a key section of code. In that meeting, which took place via zoom and was recorded, Lin claims that the Microsoft executives agreed to waive her non-compete clause if her team delivered the needed code in the next two months. The team successfully delivered the project before the new deadline and Lin began to look for a new job. In June 2022, both Lin and Microsoft mutually agreed to part ways, and by September 6, 2022, Lin had accepted a job at Google. Please review the attached contract and develop a business memo identifying at least three legal issues Microsoft will raise in the likely event Microsoft sues Google and Lin to enforce Lin's non-compete agreement. The issues you identify should be outcome determinative and address whether a Microsoft will be successful in its suit against Google and Lin.