MFA OIL COMPANY, Plaintiff-Respondent v. KEVIN MARTIN and MARTIN PROPANE, LLC
597 S.W.3d 351
Mo. Ct. App.2020Background
- Kevin Martin began working for MFA Oil in May 1999 under a Manager Agreement that included a three‑year covenant not to compete prohibiting sale or delivery of “petroleum products” within 35 miles of MFA’s Seymour (AB7) plant after he left MFA.
- Over nearly two decades Martin served as plant manager, service technician, and (later) operations manager; his employment was continuous until he resigned effective January 5, 2018.
- After a brief pause, Martin formed Martin Propane LLC in March 2018 and began retail/bulk propane sales from a Mansfield facility located within 35 miles of MFA’s Seymour plant.
- MFA sued to enforce the 1999 covenant against Martin (seeking an injunction against selling bulk propane within 35 miles) and alleged related claims against Martin Propane LLC.
- The trial court enforced the noncompete as written but narrowed “petroleum products” to mean bulk propane not sold for recreational use, permanently enjoining Martin (individually or while working for another) from selling such propane within 35 miles for three years from January 5, 2018; the claim against the LLC was dismissed for lack of proven damages.
- Martin appealed, arguing (1) the covenant as enforced was overbroad, (2) a later operations manager position superseded the 1999 Agreement, and (3) section 431.202 RSMo. barred enforcement as an unlawful restraint on trade.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Reasonableness / overbreadth of covenant | MFA: covenant reasonable and enforceable as limited to bulk (non‑recreational) propane within 35 miles for 3 years | Martin: enforcement (even as limited) is overbroad and unreasonable | Court: covenant reasonable when limited to bulk propane not sold for recreational use; enforcement affirmed |
| Whether later job superseded the 1999 Agreement | MFA: Martin remained continuously employed under the 1999 Agreement and did not repudiate it | Martin: MFA’s offer and his acceptance of an operations manager position superseded or altered the 1999 Agreement | Court: Martin’s positions were internal transfers, not a breach; any alleged breach was waived by continued employment; covenant survived |
| Applicability of Mo. Rev. Stat. § 431.202 (restraint on trade) | MFA: § 431.202 applies to employee‑solicit/hire restraints, not to traditional employer‑employee noncompete covenants | Martin: statute renders the covenant a prohibited restraint of trade | Court: § 431.202 does not apply; statute is limited to solicit/recruit/hire restrictions and expressly does not affect traditional covenants not to compete; point denied |
Key Cases Cited
- Whelan Security Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012) (supporting reasonableness of time/geographic limits for operations managers)
- Osage Glass, Inc. v. Donovan, 693 S.W.2d 71 (Mo. banc 1985) (enforcing a multi‑year noncompete against an operations manager)
- Alltype Fire Protection Co. v. Mayfield, 88 S.W.3d 120 (Mo. App. 2002) (upholding a limited‑duration, wide‑radius noncompete against a service representative)