936 F.3d 290
5th Cir.2019Background
- Rogillio was Brock Services’ VP of Operations (joined 2010; resigned 2018) and signed an Employment and Non-Competition Agreement containing a 1-year non-compete and non-solicitation covering a 100-mile "Restricted Area" and a list of specific Louisiana parishes/municipality.
- Brock sued after Rogillio took a VP job at competitor Apache and managed employees and met with customers in some parishes listed in the Agreement; Brock sought a preliminary injunction enforcing the non-compete.
- The district court held subsection 7.1(c) was overbroad, reformed the geographic scope using the Agreement’s severability clause to limit enforcement to the listed parishes/municipality, and found 7.1(a) ambiguous as to whether physical presence was required.
- The court admitted parol evidence to resolve the ambiguity, found Brock likely to succeed on breach (relying on evidence Rogillio conducted Brock and Apache business in restricted parishes), and enjoined Rogillio from performing or managing work (including remotely) in the restricted parishes for four months.
- Rogillio appealed; the Fifth Circuit reviewed de novo legal issues and for clear error factual findings and affirmed the injunction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether court could reform overbroad geographic limitation | Brock: Severability clause allows excising overbroad language to enforce listed parishes | Rogillio: Reformation improper; he could not know prohibited areas when signing | Court: Reformation permissible under severability; limiting to listed parishes valid |
| Whether parol evidence admissible despite integration clause to interpret ambiguity | Brock: Parol evidence may clarify ambiguous terms and show intent | Rogillio: Integration clause bars parol evidence; ambiguities must be construed against drafter | Court: Parol evidence admissible to resolve ambiguity; application of general contract rules proper |
| Whether 7.1(a) requires physical presence to violate non‑compete | Rogillio: Court initially read ambiguity to require physical presence; argued only solicitation evidence exists | Brock: 7.1(a) covers competition including managing employees and electronic contacts | Court: Ambiguity resolved by parol evidence; factual finding that breach occurred (including managing staff and meetings in restricted parishes) not clearly erroneous |
| Whether preliminary injunction was appropriate (likelihood of success, balance of harms/public interest) | Brock: Entitled to injunction under LA § 23:921 upon proof of failure to perform; minimal burden on employee | Rogillio: Covenants disfavored; injunction harms employee's ability to work | Court: Likelihood of success shown, balance of harms and public interest favor Brock; injunction affirmed |
Key Cases Cited
- Texans for Free Enter. v. Tex. Ethics Comm’n, 732 F.3d 535 (5th Cir. 2013) (standard of review for preliminary injunction)
- Condrey v. SunTrust Bank of Ga., 429 F.3d 556 (5th Cir. 2005) (parol evidence admissible to clarify ambiguity and show intent)
- SWAT 24 Shreveport Bossier, Inc. v. Bond, 808 So.2d 294 (La. 2001) (court may excise overbroad geographic language under severability)
- Dixie Parking Serv., Inc. v. Hargrove, 691 So.2d 1316 (La. Ct. App. 1997) (noncompete must strictly comply with statute)
- Chinook USA, L.L.C. v. Duck Commander, Inc., [citation="721 F. App'x 361"] (5th Cir. 2018) (ambiguities construed against drafter; parol evidence to interpret ambiguous contract)
- Janvey v. Alguire, 647 F.3d 585 (5th Cir. 2011) (preliminary injunction may issue on prima facie showing)