Profinity, LLC v. One Technologies, L.P.
05-14-00403-CV
| Tex. App. | Dec 17, 2015Background
- One Technologies, L.P. (OT) employed Chad Ertel under a non‑compete/confidentiality Employment Agreement and an October 2011 addendum; Ertel then went to work for Profinity, LLC (Profinity).
- OT obtained a temporary injunction restricting Ertel and Profinity from certain credit‑monitoring marketing activity and subsequently sued Ertel and Profinity for breach of contract, misappropriation, tortious interference, and sought injunctive relief.
- Profinity asserted a counterclaim under the Texas Free Enterprise and Antitrust Act (TFEAA) alleging OT engaged in predatory conduct and attempted monopolization in connection with Ertel’s departure.
- A jury found for Profinity on the antitrust counterclaim and awarded about $3.64 million; the jury found against OT on its claims against Ertel.
- OT moved for JNOV as to Profinity’s counterclaim and its breach‑of‑contract claim against Ertel; the trial court granted JNOV on Profinity’s counterclaim (rendering a take‑nothing judgment) but denied OT JNOV on breach of contract. Both parties appealed.
- The court of appeals affirmed denial of JNOV on OT’s breach claim, concluded Noerr–Pennington barred Profinity’s TFEAA claim, vacated the JNOV as to the counterclaim and rendered judgment dismissing Profinity’s counterclaim for lack of jurisdiction (extraterritoriality under Harmar).
Issues
| Issue | Plaintiff's Argument (OT) | Defendant's Argument (Profinity) | Held |
|---|---|---|---|
| Whether OT was entitled to JNOV on breach of contract | The Agreement unambiguously barred Ertel from any activity supporting Profinity’s credit‑monitoring product; breach was undisputed | Ertel relied on oral clarifications/addendum interpretation; damages were contested | JNOV denied — damages were not conclusively established, so judgment as matter of law inappropriate |
| Whether Profinity’s TFEAA claim permits recovery for nationwide/unsegregated damages | OT: TFEAA does not permit extraterritorial damages; plaintiff must show in‑state injury or segregate Texas damages | Profinity: OT’s predatory conduct occurred in Texas and harmed Profinity in Texas; nationwide injuries flow from Texas conduct | Profinity’s award invalid under Harmar — TFEAA will not support extraterritorial relief absent showing it promotes Texas competition; counterclaim dismissed for lack of jurisdiction |
| Whether Noerr–Pennington immunity applies | OT: Litigation and related petitioning conduct are immune from antitrust liability under Noerr–Pennington | Profinity: Claim is based on OT’s predatory scheme independent of the lawsuit; not merely on filing suit | Held Noerr–Pennington applies — Profinity’s claim was effectively based on the litigation scheme and is barred (sham exception not shown) |
| Proper remedy after jury verdict and trial court JNOV | OT sought JNOV and take‑nothing judgment on counterclaim | Profinity argued verdict should stand; no segregation remand requested | Court vacated trial court’s JNOV on counterclaim and rendered judgment dismissing the counterclaim for lack of jurisdiction; otherwise affirmed trial court judgment |
Key Cases Cited
- Coca‑Cola Co. v. Harmar Bottling Co., 218 S.W.3d 671 (Tex. 2006) (TFEAA does not authorize extraterritorial relief unless such relief promotes competition in Texas or benefits Texas consumers)
- Eastern R.R. Presidents Conf. v. Noerr Motor Freight, Inc., 365 U.S. 127 (U.S. 1961) (petitioning the government is protected from antitrust liability)
- United Mine Workers v. Pennington, 381 U.S. 657 (U.S. 1965) (Noerr–Pennington doctrine expanded; petitioning immunity principles)
- Minn. Mining & Mfg. Co. v. Nishika Ltd., 953 S.W.2d 733 (Tex. 1997) (unsegregated damages requiring remand in certain circumstances)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (legal‑sufficiency review standard for evidence)