960 F.3d 48
1st Cir.2020Background
- Russomano signed confidentiality and non‑compete agreements with Novo Nordisk in December 2015 and again in December 2016; the non‑compete applied during employment and for 12 months after termination, while confidentiality obligations were indefinite.
- In June 2018 Novo Nordisk sent a letter stating Russomano’s position would be eliminated and that his employment would end effective August 3, 2018; the letter conditioned severance on not accepting another Novo position before the separation date.
- After interviewing, Novo Nordisk offered Russomano a different internal role with a start date of August 6, 2018; he accepted without signing a new confidentiality/non‑compete and with different duties and reduced incentive pay.
- Russomano resigned January 6, 2020 and began working for BioMarin January 21, 2020; he sought declaratory relief that his BioMarin job did not violate the prior agreements.
- Novo Nordisk sought a temporary restraining order/preliminary injunction to enforce the non‑compete and bar BioMarin’s employment of Russomano; the district court denied the motion, concluding his employment terminated August 3, 2018 (so the 12‑month non‑compete expired August 2019).
- The First Circuit affirmed, holding the termination letter unambiguous, that Novo Nordisk failed to show likelihood of success on the merits, and that the district court did not abuse its discretion in denying injunctive relief.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether employment terminated Aug 3, 2018 so non‑compete expired after 12 months | Novo: the June 20 letter was conditional and Russomano effectively transferred, so employment was continuous | Russomano: June 20 letter unambiguously ended employment Aug 3, 2018; new role was rehiring after a break | Held: Termination letter unambiguous; employment ended Aug 3, 2018; non‑compete expired Aug 2019 |
| Whether the termination letter was ambiguous / whether extrinsic evidence is appropriate | Novo: letter ambiguous; extrinsic evidence shows continuous employment | Russomano: plain language controls; extrinsic evidence unnecessary and favors termination | Held: Court treated the letter as unambiguous and interpreted it de novo; extrinsic evidence not required and, in any event, supported termination |
| Whether Novo demonstrated likelihood of success to justify preliminary injunction | Novo: likely to succeed because covenant still in force and BioMarin employed Russomano in competing role | Russomano: covenant expired; confidentiality survives but does not support the requested non‑compete injunction | Held: Novo failed to show likelihood of success; denial of injunctive relief affirmed |
| Choice of law and enforceability (NJ vs. MA; public policy) | Novo: contract’s NJ choice‑of‑law clause controls | Russomano: Massachusetts law applies or clause unenforceable; material change in employment affects enforceability | Held: District court and First Circuit bypassed a choice‑of‑law decision because both states’ law produced the same outcome; issue left undecided on the merits |
Key Cases Cited
- CVS Pharmacy, Inc. v. Lavin, 951 F.3d 50 (1st Cir. 2020) (preliminary injunction factors; likelihood of success weighs most heavily)
- VFC Partners 26, LLC v. Cadlerocks Centennial Drive, LLC, 735 F.3d 25 (1st Cir. 2013) (interpretation of unambiguous written instruments reviewed de novo)
- Winter v. Natural Res. Def. Council, Inc., 555 U.S. 7 (2008) (standard for issuance of preliminary injunctions)
- EventMonitor, Inc. v. Leness, 44 N.E.3d 848 (Mass. 2016) (extrinsic evidence considered only when contract language is ambiguous)
- Kieffer v. Best Buy, 14 A.3d 737 (N.J. 2011) (unambiguous contract interpretation principles)
- Bank v. Thermo Elemental Inc., 888 N.E.2d 897 (Mass. 2008) (principles for interpreting clear contractual language)