Lazer Spot, Inc. v. Hiring Partners, Inc.
387 S.W.3d 40
Tex. App.2012Background
- HPI recruits workers and requires at-will employment contracts with a 90-day noncompetition clause.
- Three HPI employees—Templeton, McCalib, and Thoms—were hired by Arnold Transportation under Arnold-Campbell’s Soup contract to perform yard management duties at Campbell’s Soup plant in Paris, Texas, in 2010.
- The employees signed HPI contracts stating at-will status and containing the 90-day noncompetition clause, with no stated consideration.
- Lazer Spot learned of Campbell’s Soup’s need for services, bid successfully, and began hiring the same Campbell’s Soup plant workers in mid-October 2010 without awareness of the HPI contracts at first.
- HPI sent a demand letter on October 23 alleging interference, and HPI filed suit November 3 seeking damages; Lazer Spot began operations November 2.
- The trial court granted summary judgment for HPI, which the appellate court later reversed, holding the noncompetition covenants unenforceable for lack of consideration and Lazer Spot entitled to judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are the noncompetition covenants unenforceable for lack of consideration? | Lazer Spot contends covenants lack consideration. | Lazer Spot argues covenants must be ancillary to an otherwise enforceable agreement. | Unenforceable due to lack of consideration. |
| Can mere hiring of at-will employees constitute tortious interference? | HPI argues interference occurred with its contracts. | Lazer Spot asserts at-will hiring cannot be tortious interference. | No tortious interference absent more than hiring at-will employees. |
| If noncompetition unenforceable, can tortious interference still lie? | HPI seeks relief independent of covenants. | Lazer Spot argues interference claim fails without enforceable covenants. | Tortious interference cannot be premised solely on at-will relationship. |
| Are damages and attorney’s fees properly awardable given the above? | HPI seeks damages and fees. | Statutory/contract provisions do not support fees; covenants unenforceable. | Fees not awarded to Lazer Spot; damages limited as per holding. |
Key Cases Cited
- Marsh USA, Inc. v. Cook, 354 S.W.3d 764 (Tex. 2011) (consideration required for enforceable covenants; goodwill related interests may be protected with adequate consideration)
- Juliette Fowler Homes, Inc. v. Welch Assocs., 793 S.W.2d 660 (Tex. 1990) (unenforceable covenants cannot form basis for tortious interference)
- Sterner v. Marathon Oil Co., 767 S.W.2d 686 (Tex. 1989) (at-will contracts protected from tortious interference unless excess of contract terms)
- ACS Investors, Inc. v. McLaughlin, 943 S.W.2d 426 (Tex. 1997) (generally, inducing a contract obligor to do what it has a right to do is not actionable; Sterner exception applies)
- Graham v. Mary Kay Inc., 25 S.W.3d 749 (Tex. App.—Houston [14th Dist.] 2000) (distinguishes inducing termination from interfering with contractual relations)
- Travel Masters, Inc. v. Star Tours, Inc., 827 S.W.2d 830 (Tex. 1991) (noncompetition unenforceability can bar tortious interference claims)
- Wal-Mart Stores, Inc. v. Sturges, 52 S.W.3d 711 (Tex. 2001) (liability for tortious interference requires independent tortious or unlawful conduct)