Enhanced Network Solutions Group, Inc. v. Hypersonic Technologies Corp.
951 N.E.2d 265
| Ind. Ct. App. | 2011Background
- Hypersonic Technologies Corp. (Hypersonic) and Enhanced Network Solutions Group, Inc. (ENS) entered a Sub-Contractor Agreement on October 19, 2009, under which Hypersonic would provide services to ENS for joint projects; no joint project bid was successful.
- The Agreement contains a non-solicitation/employee protection clause (11.5) prohibiting soliciting or inducing the other party's employees during the term and for 12 months after termination, with a liquidated damages provision equal to 12 months of the employee's salary for breaches.
- Hypersonic posted an open position for an outside sales representative on LinkedIn; the posting was viewable by a public LinkedIn group.
- Robert Dobson, ENS field representative, saw the posting, expressed interest, and informed Hypersonic; following discussions, Hypersonic made him a job offer and he began working for Hypersonic on May 5, 2010.
- Hypersonic and ENS later terminated the Sub-Contractor Agreement on June 21, 2010; ENS filed a declaratory judgment action seeking enforcement of the non-solicitation clause.
- The trial court found that Hypersonic did not solicit or induce Dobson to terminate his employment with ENS; ENS appeals, arguing the opposite.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Hypersonic solicit or induce a ENS employee to leave? | ENS maintains Hypersonic solicited Dobson to terminate with ENS, breaching 11.5. | Hypersonic did not solicit or induce; Dobson initiated contact and Hypersonic merely responded. | No solicitation or inducement; affirmed. |
Key Cases Cited
- Infinity Prods., Inc. v. Quandt, 810 N.E.2d 1028 (Ind.2004) (standard for reviewing findings of fact and judgments)
- Ind. Ins. Co. v. Dreiman, 804 N.E.2d 815 (Ind.Ct.App.2004) (definition and interpretation of contract terms using dictionary meanings)
- City of Lawrenceburg v. Milestone Contractors, L.P., 809 N.E.2d 879 (Ind.Ct.App.2004) (contract interpretation and intent within four corners of the instrument)
- Scarbrough v. Liberty Nat’l Life Ins. Co., 872 So.2d 283 (Fla.Ct.App.2004) (proactive solicitation discussion distinguished from initial inquiry)