104 So. 3d 1202
Fla. Dist. Ct. App.2012Background
- Company hired worker in 2008 and obtained a non-compete/non-solicitation agreement with a two-year post-employment restriction and 100-mile radius.
- In 2009, company reclassified the worker as an independent contractor and paid commissions, enabling the worker to build a large clientele.
- Worker left in 2011 to start a competing business within five miles of the company’s location.
- Company sought temporary injunction for alleged breaches and asserted legitimate business interests and necessity under Fla. Stat. § 542.335.
- Circuit court denied the injunction, holding the two-year period began on status change to independent contractor and expired before departure.
- Company appeals, arguing the order misinterpreted the agreement by not recognizing the non-compete did not start until the worker left the company and began competing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| When does the two-year non-compete period commence? | Company argues period begins after departure, not at status change. | Worker argues period began at status change to independent contractor. | Remanded; court erred by not applying the contract as a whole and by mis-timing the period. |
| Should the contract be construed as a whole to honor the change clause? | N/A | Court should give effect to entire agreement, including change clause. | Reversed; the change in duties/salary/compensation affects the covenant’s scope. |
| Did the court properly assess § 542.335 factors and injunction elements? | N/A | Court did not make factual findings on required elements. | Remanded for factual findings consistent with § 542.335 and injunction standard. |
Key Cases Cited
- DePuy Orthopaedics, Inc. v. Waxman, 95 So.3d 928 (Fla. 1st DCA 2012) (contract interpretation for temporary injunction is de novo)
- Philip Morris, Inc. v. French, 897 So.2d 480 (Fla. 3d DCA 2004) (construe contract as a whole to give effect to all provisions)
- Arthur Rutenberg Corp. v. Pasin, 506 So.2d 33 (Fla. 4th DCA 1987) (reconcile conflicting contract provisions; give effect to intent)