Continental Warranty, Inc. v. Warner, 108 F. Supp. 3d 250

Continental Warranty sued former sales reps Jennifer Warner and Joseph Viviani alleging breach of a non‑compete in an employment application, tortious interference, and defamation; action removed to federal court.
Viviani filled out an "Application for Employment" containing an "Employee Non‑Compete Agreement" and disclaimers stating the application did not create an employment contract or promise of employment.
After completing the application, Viviani was engaged as an independent contractor; parties disputed whether the application bound him to the non‑compete.
Viviani resigned in April 2013, began work with a broker (AFM), completed a W‑9, and Continental alleges he solicited its customers and sold competing contracts; Continental sent a cease‑and‑desist and terminated him April 26, 2013.
Viviani moved for summary judgment as to each claim; court considered whether the application manifested mutual assent and whether the non‑compete was severable and enforceable.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability of non‑compete in the application	The signed application (including the non‑compete) was a binding condition of engagement and creates enforceable post‑termination restrictions	The application was a pre‑employment form; Viviani applied for employee status and was engaged as an independent contractor, so no mutual assent to be bound by the non‑compete	Court: No enforceable contract formed via the application — objective language and surrounding negotiations show no meeting of the minds
Severability of the non‑compete clause	The non‑compete can stand alone even if other parts are non‑binding	The application was a single integrated pre‑employment document; no separate assent to the clause	Court: Non‑compete not severable from the application under Delaware law
Tortious interference with business relations	Continental alleges Viviani solicited customers through AFM, interfering with existing/prospective relations	Viviani mischaracterized the claim as interference with contract and did not fully brief defense	Court: Declined to rule on interference claim at summary judgment due to inadequate briefing by Viviani
Defamation claim	Continental asserted defamation against Viviani	Viviani sought summary judgment	Court: Grants summary judgment for Viviani on defamation because Continental did not address it in opposing brief

Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (summary judgment standard)
Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (genuine‑issue and probative‑evidence standards at summary judgment)
Celotex Corp. v. Catrett, 477 U.S. 317 (movant’s and nonmovant’s burdens on summary judgment)
Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133 (drawing inferences and credibility at summary judgment)
Parker‑Hannifin Corp. v. Schlegel Elec. Materials, Inc., 589 F. Supp. 2d 457 (contract must establish the heart of the agreement to be enforceable)
Leeds v. First Allied Conn. Corp., 521 A.2d 1095 (no contract where essential terms remain unresolved)
Tracey v. Franklin, 67 A.2d 56 (severability depends on intent to give single or separate assents)
Orenstein v. Kahn, 119 A. 444 (same—analysis of single assent vs. separate assents)