Definitive Solutions Co., Inc. v. Sliper, 2016 Ohio 533

Definitive Solutions Co. (DSC) contracted to provide design/tech services to Procter & Gamble (P&G); four DSC employees (Sliper, Hunter, Feltner, McClanahan) worked on the P&G account.
The four employees left DSC and formed Creative Elements Group, LLC (CEG); while still at DSC some solicited P&G and proposed that P&G hire CEG to perform the work.
P&G received proposals from CEG and began sending account work to CEG; DSC discovered the scheme, fired Sliper, and sued CEG, the employees, and P&G.
The trial court found the employees and CEG liable to DSC but granted summary judgment to P&G on DSC’s claims for breach of a services agreement (non-solicitation) and tortious interference.
On appeal, DSC argued P&G violated section 10.4 of the Services Agreement (prohibiting direct solicitation for employment) and acted in bad faith and tortiously interfered by inducing the employees to leave.
The Court of Appeals affirmed, holding the agreement prohibits only direct solicitation to hire employees as P&G employees (not contracting with another company), and P&G’s conduct lacked the malicious/improper character required for tortious interference.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether P&G breached section 10.4 (prohibition on "directly solicit[ing] for employment" DSC employees)	DSC: P&G solicited the employees when it asked CEG (the employees’ new company) to propose work, which amounts to solicitation for employment or work that displaces DSC	P&G: clause bars direct recruitment to become P&G employees; soliciting/contracting with another company is not "solicit[ing] for employment" of that company’s employees	Court: Affirmed for P&G — "directly solicit for employment" means hiring as P&G employees; contracting with CEG is not prohibited
Whether P&G tortiously interfered with DSC’s employment relationships	DSC: P&G, as an outsider, maliciously or improperly solicited and induced the employees to leave DSC	P&G: P&G acted commercially—made a business decision after learning DSC was in financial trouble; no evidence of malice or improper coercion	Court: Affirmed for P&G — no malicious or improper interference shown; recruitment/contracting with CEG was lawful

Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241 (1978) (rules against interpreting contracts to produce absurd results)
Anderson v. Minter, 32 Ohio St.2d 207 (1972) (tortious-interference claims against outsiders require malicious or improper conduct)
Littlejohn v. Parrish, 163 Ohio App.3d 456 (2005) (recognizes implied duty of good faith in contracts)