Semper Foods, LLC v. Ouellette
9:23-cv-81420
S.D. Fla.May 6, 2024Background
- Semper Foods, LLC, a food broker and distributor, was founded in 2018 by Eric Ouellette, Andrew Geller, and Jency Lopez under an Operating Agreement containing restrictive covenants.
- In April 2023, Ouellette was removed from Semper Foods and his company expelled as a member, after allegations of breach of contract and misuse of company information.
- Plaintiff claims Ouellette misused confidential information, violated non-compete and non-solicitation clauses, and retained company property after being terminated.
- Ouellette began working as a consultant for JAFCO Foods, a company whose business model is distinct from Semper Foods and which has an exclusive contract with Compass Group.
- Semper Foods sought a preliminary injunction to prevent Ouellette from working for JAFCO and from using or disclosing its confidential information, claiming irreparable harm would result.
- A magistrate judge conducted an evidentiary hearing and determined that Semper Foods did not meet its burden for a preliminary injunction and recommended denial of the motion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of Restrictive Covenants | Covenants protect proprietary/confidential info and legitimate business interests | Covenants unenforceable; no protectable interest; ordinary competition | Covenants likely unenforceable; no protectable interest |
| Whether JAFCO is a Competitor of Semper Foods | JAFCO is a direct competitor, so Ouellette's work violates non-compete | JAFCO has a distinct business model, only sells to Compass Group | JAFCO not a competitor under the Agreement |
| Breach of Non-Solicitation/Confidentiality Clauses | Ouellette solicited suppliers/customers, used confidential info at JAFCO | No evidence of solicitation/use; all info public; access cut off | No evidence Ouellette violated terms at JAFCO |
| Irreparable Injury Justifying Preliminary Injunction | Breach causes imminent, unquantifiable injury | No ongoing use of info; monetary damages adequate | No irreparable harm shown; injunction denied |
Key Cases Cited
- Vega v. T-Mobile USA, Inc., 564 F.3d 1256 (11th Cir. 2009) (sets forth elements for breach of contract under Florida law)
- White v. Mederi Caretenders Visiting Servs. of Se. Fla., LLC, 226 So. 3d 774 (Fla. 2017) (addresses enforceability of restrictive covenants in restraint of trade)
- Forsyth Cnty. v. U.S. Army Corps of Eng’rs, 633 F.3d 1032 (11th Cir. 2009) (outlines preliminary injunction standard)
- Robinson v. Attorney Gen., 957 F.3d 1171 (11th Cir. 2020) (preliminary injunction preserves status quo pending trial)
- Siegel v. LePore, 234 F.3d 1163 (11th Cir. 2000) (irreparable harm is essential for injunctive relief)