DePuy Orthopaedics, Inc. v. Waxman
95 So. 3d 928
| Fla. Dist. Ct. App. | 2012Background
- DePuy seeks a temporary injunction to enforce non-compete covenants in the Employment Agreements of Waxman, Londy, and Monteiro against Joint Venture’s assignees.
- Joint Venture, DePuy’s southern Florida distributor (1999–2011), assigned its rights to DePuy via a March 2011 Amendment that transferred intangible assets and the right to enforce covenants.
- Appellees began new employment May 1, 2011 and soon after called on accounts in DePuy’s territories, causing a drop in DePuy’s sales and harming goodwill.
- Trial court denied the injunction, ruling the assignment language prohibited enforcement and that irreparable injury was not shown; ruling was later vacated and a new denial entered.
- On appeal, DePuy argues that (i) the 2011 assignment to DePuy was authorized by statute and contract language, (ii) the assignment language sufficed to authorize enforcement by the assignee, and (iii) the four-factor injunction test supports entry of a preliminary injunction.
- The court must determine whether assignability and the four equitable prerequisites authorize issuing a temporary injunction against the Appellees.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether assignment of non-compete covenants to DePuy was authorized. | DePuy argues 542.335(l)(f) allows assignment to assignees. | Appellees contend the contracts require employee consent and prohibit such assignment. | Yes; assignment permitted under 542.335(l)(f) and contract language. |
| Whether the assignment language suffices to authorize enforcement by DePuy as assignee. | Assignment clause in Employment Agreements inures to assignees; Amendment assigns intangible assets and grants enforcement rights to DePuy. | General assignment language should not authorize enforcement of non-compete covenants. | Yes; express authorization to enforce by assignee satisfied by the contract terms and amendment. |
| Whether the court used the correct statute (542.335 vs predecessor) to assess enforceability. | 542.335 applies to covenants entered after July 1, 1996 and allows assignment. | Predecessor statute (542.33) governs; assignment not allowed without employee consent. | 542.335 governs; assignment valid under the statute. |
| Whether DePuy demonstrated the four elements for a temporary injunction. | DePuy showed substantial likelihood of success, irreparable injury (presumed), no adequate legal remedy, and public interest support. | Appellees argue lack of irreparable injury and other prerequisites. | All four elements shown; injunction proper. |
| Whether the public policy and irreparable injury provisions support issuance. | Statutory presumption of irreparable injury applies and public policy favors protecting goodwill. | Injury to Appellees’ livelihood could outweigh protections. | Public policy and irreparable injury satisfied; injunction appropriate. |
Key Cases Cited
- Sun Group Enterprises, Inc. v. DeWitte, 890 So.2d 410 (Fla.5th DCA 2004) (analysis under predecessor statute; assignment issues and consent relevance)
- Corporate Express Office Prods., Inc. v. Phillips, 847 So.2d 406 (Fla.2003) (predecessor statute analysis of assignability under 542.33/542.335 framework)
- Wolf v. James G. Barrie, P.A., 858 So.2d 1083 (Fla.2d DCA 2003) (application of predecessor statute to non-compete assignability)
- Patel v. Boers, 68 So.3d 380 (Fla.5th DCA 2011) (express authorization requirements for enforcement by assignee under 542.335(l)(f))
- State v. Family Bank of Hallandale, 667 So.2d 257 (Fla.1st DCA 1995) (unqualified assignment concept; transfer of rights in assignment contexts)