Aspect Software, Inc. v. Barnett
2011 U.S. Dist. LEXIS 103730
D. Mass.2011Background
- Aspect sued Barnett for breach of contract related to his departure to Avaya and requested a preliminary injunction to enforce noncompete/trade secret protections.
- Barnett held multiple executive roles at Aspect, including EVP of R&D, CTO, and EVP of Global Support; his duties involved trade secrets and confidential information.
- The employment agreement contains a Massachusetts choice-of-law clause and a noncompete provision restricting use/disclosure of trade secrets post-employment.
- Barnett resigned, turned over devices, and joined Avaya; Avaya also required protections and issued an employment agreement with similar trade-secret safeguards.
- Aspect alleged the move risks misappropriation of trade secrets and sought to prohibit Barnett from working for Avaya during a defined protection period.
- The court granted Aspect’s preliminary injunction enforcing Massachusetts law and the contract’s restraints, pending bond posting.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Choice of governing law | Massachusetts law applies per contract clause. | California interests should govern due to Barnett's relocation and employment. | Massachusetts law properly governs the agreement. |
| Likelihood of success on breach | Barnett breached by joining Avaya in a field involving Aspect trade secrets. | No clear evidence Barnett used or disclosed trade secrets; breach contested. | Aspect likely to prevail on breach of contract; noncompete tied to trade secrets enforceable. |
| Irreparable harm | Breach threatens irreparable harm due to inevitable disclosure of trade secrets. | Protective steps by Barnett/Avaya mitigate harm. | There is a significant risk of irreparable harm absent injunction. |
| Balance of hardships | Enjoining Barnett protects trade secrets and competitive interests. | Injunction burdens Barnett and family, with limited public benefit. | Balance favors injunction given trade-secret risk. |
| Public interest | Massachusetts policy protects trade secrets and legitimate business interests. | Not explicitly stated beyond personal hardship concerns. | Public interest supports maintaining protections for trade secrets. |
Key Cases Cited
- Nieves-Marquez v. Puerto Rico, 353 F.3d 108 (1st Cir.2003) (burden and standard for preliminary injunctions)
- New Comm Wireless Servs., Inc. v. SprintCom, Inc., 287 F.3d 1 (1st Cir.2002) (four-factor test for preliminary injunctions)
- Shipley Co., LLC v. Kozlowski, 926 F.Supp. 28 (D.Mass.1996) (trade-secret protection exception to California policy)
- Armstrong v. Rohm & Haas Co., Inc., 349 F.Supp.2d 71 (D.Mass.2004) (contract must be definite; ambiguity analyzed as a matter of law)
- Jet Spray Cooler, Inc. v. Crampton, 377 Mass. 159 (Mass. Sup. Ct.1979) (trade secrets and public policy support for noncompete protections)
- Lombard Med. Tech., Inc. v. Johannessen, 729 F.Supp.2d 432 (D.Mass.2010) (trade secrets/public-interest considerations in noncompete contexts)
- Boulanger v. Dunkin' Donuts, Inc., 442 Mass. 635 (Mass. 2004) (legitimate business interests for noncompete protection)
- C.R. Bard, Inc. v. Intoccia, 1994 WL 601944 (D.Mass.1994) (inevitable disclosure concept in trade secrets disputes)