Mapei Corp. v. Prosser
328 Ga. App. 81
| Ga. Ct. App. | 2014Background
- Prosser, a chemist, became MAPEI employee in 2009; on June 7, 2011 he signed an "Employee Confidentiality Agreement" that included confidentiality, a one-year nonsolicitation covenant, a five-year non-disclosure provision, assignment of IP, and a noncompete covering any competing business in the U.S.; it specified Georgia law and contained a superseding-agreement clause.
- On June 14, 2011 Prosser signed a nearly identical Employee Confidentiality Agreement that omitted the nonsolicitation and noncompete covenants, retained the IP assignment and the identical superseding-agreement clause, and designated Florida law.
- Prosser left MAPEI on October 26, 2011 and began working for a competitor; MAPEI sued for breach of the June 7 noncompete.
- The trial court granted summary judgment for Prosser, concluding the June 14 agreement superseded and replaced the June 7 agreement in its entirety.
- MAPEI appealed, arguing (1) the June 7 agreement was revived by Prosser’s later delivery or acceptance of compensation, (2) mutual mistake justified reformation to include the noncompete, or (3) the noncompete survived despite supersession of other terms.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the June 14 agreement superseded the June 7 agreement containing the noncompete | The June 7 agreement remained effective (was revived) because Prosser later delivered it to MAPEI and accepted compensation under it | The June 14 agreement, signed after June 7 and containing an identical superseding clause, replaced the earlier agreement entirely | The court held the June 14 agreement superseded and replaced the June 7 agreement in full |
| Whether Prosser’s delivery of the June 7 agreement to his boss revived that earlier agreement | Delivery to employer in July amounted to ratification/revival of the June 7 agreement | A bilateral signed contract is effective when both parties sign; delivery later does not alter effective dates | Court rejected revival-by-delivery; effective dates are the signature dates, not later delivery |
| Whether acceptance of compensation under a contract ratifies prior terms | Acceptance of compensation under the June 7 contract ratified the noncompete | Acceptance of compensation could equally ratify the later June 14 contract which superseded the prior agreement | Court found the compensation argument unpersuasive and not dispositive of revival in favor of MAPEI |
| Whether mutual mistake supports reformation to restore the noncompete | Parties mutually intended the noncompete; reformation warranted because of mixed Georgia/Florida form anomalies and timing | Evidence does not show the required clear, unequivocal, decisive mutual mistake; delay in signing may reflect intent | Court held evidence did not meet the high standard for reformation; any mistake was at best unilateral |
Key Cases Cited
- American Control Systems v. Boyce, 303 Ga. App. 664 (summary-judgment standard on appeal)
- Clarke Bros. v. McNatt, 132 Ga. 610 (bilateral contract is complete when signed by both parties)
- Prince v. Friedman, 202 Ga. 136 (reformation for mutual mistake requires clear, unequivocal, decisive proof)
- Estate of Pitts v. City of Atlanta, 323 Ga. App. 70 (contract-construction steps: interpret clear language; apply construction rules; jury resolves remaining ambiguity)
Judgment affirmed.