Clay G. Plaisance, 619 B.R. 148

Background

In February 2015 Clay G. Plaisance sold his healthcare-revenue businesses to Adreima (now nThrive) and signed sale documents (Asset Purchase, Goodwill Purchase, Consulting Agreement) containing five‑year, U.S.-wide restrictive covenants and a Delaware choice‑of‑law/forum clause.
In 2017 two Adreima clients (Willis Knighton and Texas Spine) left Adreima and engaged Avail, a start‑up formed by former Adreima employee Merwyn Landry; Landry and Sonia Hughes left Adreima as well.
The Debtor reserved the name “Avail,” later provided Landry a $250,000 startup loan and some later cash infusions; the Debtor denies managing or owning Avail or soliciting clients or employees.
Adreima sued in Delaware and filed a bankruptcy proof of claim for $11,271,196 based primarily on a damages opinion letter; the Debtor objected in Clay Plaisance’s Chapter 11, arguing (inter alia) that the covenants are void under Louisiana law and that he did not personally compete or solicit.
The Court held a contested evidentiary hearing, found Delaware law applies to the sale‑related covenants, found no credible evidence of direct solicitation or operation of Avail by the Debtor but concluded the Debtor did finance a competitor in violation of the covenants.
The Court allowed Adreima’s claim in part and awarded one year’s lost profits for the two clients ($860,000), rejecting Adreima’s multi‑year projection and its full‑recoupment requests.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Choice of law / enforceability of sale‑related restrictive covenants	Adreima: Parties freely chose Delaware law; covenants enforceable under Delaware.	Plaisance: Louisiana public policy (La. R.S. §23:921) forbids multi‑year, broad geographic covenants in sales; covenants void.	Court: Apply Delaware law; sale‑context covenants not nullified by Louisiana public policy.
Standing to file objection (CGP Management, Inc.)	Adreima: CGP lacks party‑in‑interest standing under §1109 and its joinder improper.	Debtor/CGP: CGP is 100% Debtor‑owned estate asset; outcome could diminish CGP’s rights; filing was jointly signed by Debtor’s counsel.	Court: Declined to strike objection; even if CGP lacked independent standing, filings signed by Debtor’s counsel were properly before the Court; no material effect on outcome.
Breach — direct competition / solicitation vs financing a competitor	Adreima: Debtor breached non‑competes by causing clients and employees to join Avail; alternatively financed competitor.	Debtor: Avail was Landry’s enterprise; Debtor did not manage, solicit, or have equity; loans were personal and beyond any applicable Louisiana maximum term.	Court: No credible evidence of direct solicitation or management by Debtor; but Debtor breached the covenant by financing a competitor (loan and cash infusions).
Damages — measure and proof	Adreima: Lost future profits over many years (expert Phoenix letter) plus disgorgement of sale/consulting payments and fees.	Debtor: Adreima’s projection speculative; damages should be limited or none.	Court: Adreima’s multi‑year model inadmissible/unsupportable; awarded one year of lost profits for the two clients ($860,000); rejected full recoupment and other claimed categories.

Key Cases Cited

MedX, Inc. of Florida v. Ranger, 780 F. Supp. 398 (E.D. La. 1991) (sale‑of‑business noncompete governed by chosen law; Louisiana public policy does not automatically void sale‑related covenants).
SWAT 24 Shreveport Bossier, Inc. v. Bond, 808 So. 2d 294 (La. 2001) (discusses Louisiana’s strong public policy disfavoring employer‑employee noncompetes).
In re Tran, 369 B.R. 312 (Bankr. S.D. Tex. 2007) (claim‑holder bears burden to prove amount of claim).
Neal v. Saga Shipping Co., 407 F.2d 481 (5th Cir. 1969) (trial court has broad discretion in determining damages).
In re Brunson, 486 B.R. 759 (Bankr. N.D. Tex. 2013) (proof requirement where claim omits supporting documents).
Trendsetter HR L.L.C. v. X, 949 F.3d 905 (5th Cir. 2020) (appellate review of damages awards in bankruptcy context)