Optical Partners, Inc. v. Dang, 381 S.W.3d 46

Optical Partners (Pearle Vision) and Dang entered a 2003 lease with a covenant not to compete for one year post-termination; Dang operated an optometry practice inside Optical Partners’ Pearle Vision location.
Dang ceased operating at the Pearle Vision site in February 2009 and began practice nearby; Optical Partners claimed breach of the lease and noncompete, plus loss of phone numbers and underpaid rent.
The 2003 lease stated ten percent of gross sales as monthly rent, with an implied annual renewal and provision that the parties were independent contractors.
Optical Partners sought damages for unpaid/underpaid rent, lost profits, and other breaches; it also sought to enforce the covenant not to compete.
The circuit court found Dang breached the lease and clearly violated the covenant, but held the covenant unenforceable for lack of a legitimate business interest; the court awarded rent, lost profits, and attorneys’ fees after a bench trial.
On appeal, Optical Partners challenges the unenforceability of the covenant and the lost-profits damages; Dang cross-appeals on damages calculation.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability of the covenant not to compete	Optical Partners argues Dawson was misread and covenant serves legitimate interests.	Dang argues covenant is valid only if tied to employment transfer or goodwill	Covenant unenforceable; no legitimate business interest protected.
Lost profits damages calculation	Lost profits should reflect expected income if no breach, as awarded by court.	Damages capped at 30 days from actual written termination per lease.	Affirmed; damages capped as 30 days from written termination; not erroneous.

Dawson v. Temps Plus, Inc., 337 Ark. 247, 987 S.W.2d 722 (1999) (restrictive covenants require legitimate interest; case-by-case scrutiny)
HRR Ark., Inc. v. River City Contractors, Inc., 350 Ark. 420, 87 S.W.3d 232 (2002) (restrictions must be ancillary to employment or transfer of goodwill; public policy considerations)
Dawson v. Temps Plus, Inc., 337 Ark. 247, 987 S.W.2d 722 (1999) (see above (cited for reasonableness standard))
McLeod v. Meyer, 237 Ark. 173, 372 S.W.2d 220 (1963) (enforcement of covenants tied to sale of business)
Evans Laboratories, Inc. v. Melder, 262 Ark. 868, 562 S.W.2d 62 (1978) (reasonableness standard for restraints of trade)
Archer v. QHG of Springdale, Inc., 2009 Ark. App. 692, 373 S.W.3d 318 (2009) (damages for breach of contract measured to place party in position absent breach)