Officemax, Inc. v. Levesque
658 F.3d 94
| 1st Cir. | 2011Background
- Appellants Levesque and Rattray signed noncompetition agreements with LS & H, later owned by BCOP, in anticipation of a stock sale.
- Paragraph 4 sets a 12-month noncompetition period after termination of employment with LS & H, tied to customer relationships and goodwill.
- Paragraph 6 allows assignment of the agreements to BCOP and contemplates new agreements naming BCOP as employer after sale.
- BCOP purchased LS & H in 1996; after sale, appellants began working for BCOP and later for OfficeMax via merger, with separate noncompete discussions occurring.
- OfficeMax sought a preliminary injunction to enforce the noncompetition clauses against the appellants in Maine, but the district court granted it after finding the clauses assigned and enforceable.
- The First Circuit vacated the injunction, holding the triggering event is termination of employment with LS & H, not the stock sale.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| What triggers the one-year noncompete? | OfficeMax argues triggering date is after BCOP purchase/assignment. | Levesque and Rattray contend triggering date is LS & H termination. | Trigger is LS & H termination; injunction vacated. |
Key Cases Cited
- Halco v. Davey, 919 A.2d 626 (Me.2007) (ambiguous terms reviewed as a matter of law)
- In re Estate of Barrows, 945 A.2d 1217 (Me.2008) (read contracts as a whole to give effect to all provisions)
- Reliance Nat. Indem. v. Knowles Indus. Serv., Corp., 868 A.2d 220 (Me.2005) (unambiguous contract interpreted by plain meaning)
- Paris v. Dep't of Housing & Urban Dev., 843 F.2d 561 (1st Cir.1988) (contract interpretation reviewed de novo)
- Pharm. Research & Mfrs. of Am. v. Concannon, 249 F.3d 66 (1st Cir.2001) (preliminary injunction standard and likelihood of success analysis)