Pulse Technologies, Inc. v. Notaro, 620 Pa. 322

Pulse Technologies sought to enforce a non-compete against Notaro after he accepted Pulse's offer and later joined a competitor.
Pulse's July 25, 2005 offer letter stated it would require signing an Employment Agreement with definitive terms but did not reference a restrictive covenant.
Notaro signed the offer letter and, on August 15, 2005, signed an employment/confidentiality agreement containing a non-competition covenant.
In January 2010 Notaro left Pulse for MK Precision; Pulse sought a preliminary injunction; the trial court granted it, the Superior Court vacated it, and remanded.
The Superior Court concluded the offer letter precluded enforcement of the covenant because it claimed the covenant was not within the scope of the initial offer letter.
The Supreme Court vacated the Superior Court's ruling and remanded for further proceedings to determine the enforceability of the covenant.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Is the offer letter a binding contract binding terms?	Pulse argues the offer letter was not the contract; definitive terms were to be in the Employment Agreement.	Notaro argues the offer letter, with its contingencies, could reflect mutual assent to employment.	Offer letter not binding as contract.
Is the restrictive covenant enforceable if it is incidental to employment?	Pulse contends the covenant was ancillary to employment and supported by consideration.	Notaro contends the covenant was not accompanied by new consideration if outside the initial contract.	Covenant enforceability analyzed as incident to taking employment.
Does the employment agreement contain valid consideration for the covenant?	Pulse maintains the covenant is tied to the employment and supported by consideration.
Notaro argues consideration may be lacking if the covenant is not part of a binding prior contract.	Consideration proper where covenant is incident to employment.
May a later contract containing a covenant be enforced if formed during employment?	Pulse contends the contract and covenant are valid when formed contemporaneously with employment.	Notaro emphasizes timing and adequacy of consideration and the pre-employment contingency.	Enforceability depends on being incident to employment and proper consideration.

George W. Kistler, Inc. v. O’Brien, 464 Pa. 475 (Pa. 1975) (mutual assent may bind despite no writing; contract may form prior to written document)
Beneficial Fin. Co. of Lebanon v. Becker, 422 Pa. 531 (Pa. 1966) (covenants incident to employment valid with consideration)
Jacobson & Co. v. Int’l Env’t Corp., 427 Pa. 439 (Pa. 1967) (later covenants require new consideration unless incident to employment)
Maintenance Specialties, Inc. v. Gottus, 455 Pa. 327 (Pa. 1974) (new consideration required for post-employment covenants unless incident to employment)
Kistler, 464 Pa. 475 (Pa. 1975) (premises for enforceability when all employment terms are agreed prior to start)
Hess v. Gebhard & Co., 570 Pa. 148 (Pa. 2002) (restrictive covenants enforceable if incident to employment and reasonable)
Modern Laundry & Dry Cleaning Co. v. Farrer, 370 Pa. Super. 288 (Pa. Super. 1988) (covenants may be ancillary to taking employment with valid consideration)
Jacobson & Co. v. Int’l Env’t Corp., 427 Pa. 439 (Pa. 1967) (see above)