OPINION
Opinion By
C.S.C.S., Inc. (CSCS) appeals the denial of its application for a temporary injunction in its lawsuit seeking to enforce a covenant-not-to-compete against its former employee, appellee Linden Josh Carter. In five issues, CSCS argues the trial court erred in denying the application for temporary injunction and in ruling on the application before CSCS had presented all of its testimony. We affirm the trial court’s order.
CSCS manufactures and sells cast stone building materials. On July 17, 1997, Carter signed a document entitled “Confidentiality and Non-Compete Agreement,” which we will refer to as the “Non-Competition Agreement.” The Non-Competition Agreement stated:
In the course of your forthcoming employment [CSCS] may reveal certain confidential information that is deemed proprietary. In the interest of avoiding *588 any misunderstandings about the basis on which this information is disclosed to you, we ask that you agreе to the following terms.
1. You agree not to disclose to others any information regarding the methods and procedures that [CSCS] uses in the course of its daily business.
2. You further agree not to work for a competitor of [CSCS] for two years after your last day of employment.
Underneath this language and above Carter’s signature line is the following: “I have read and understand the above Confidentiality and Non-Compete Agreement.”
Four days later, on July 21, 1997, Carter and CSCS signed an employment agreement that stated it was effective July 14, 1997. The agreement was for a term of twenty-four months; the first month would consist of a training period for which Carter would not be compensated, and the remaining months were a probationary period at a monthly salary. After twenty-four months, the agreement would be renegotiated or continue month-to-month until a new contract was negotiated. The employment agreement did not spеcify the bases for which the agreement could be terminated. The evidence is conflicting as to whether Carter began working on July 14 or July 21, 1997.
CSCS filed suit alleging that Carter left its employment in January 2003, and that he was competing against CSCS in violation of the Non-Competition Agreement. CSCS obtained a temporary restraining order prohibiting Carter from becoming employed by a competitor of CSCS. At the temporary injunction hearing, during direct examination of CSCS’s general manager, the trial court suggested and the parties agreed it would be efficient to hear argument on the enforceability of the alleged agreements before continuing with evidence regarding confidential and proprietary information. After extended argument, the trial court dissolved the temporary restraining order prohibiting Carter from becoming employed by a competitor of CSCS and denied CSCS’s temporary injunction appliсation in that respect. (The parties agreed to a temporary injunction to protect certain “trade secret, proprietary, or confidential information,” which the trial court later granted.) CSCS appeals the denial of its temporary injunction regarding the covenant-not-to-compete. See Tex. Civ. PRAc. & Rem. Code Ann. § 51.014(a)(4) (Vernon Supp. 2003).
The purpose of a temporary injunction is to preserve the status quo until the case can be tried on the merits.
Ru-gen v. Interactive Business Systems, Inc.,
The Non-Competition AgReement
In its first three issues, CSCS argues the trial court abused its discretion because CSCS showed the covenant-not-to-compete was ancillary to an othеrwise enforceable agreement.
See
Tex. Bus. & Com. Code Ann. § 15.50(a) (Vernon 2002) (requirements for enforceable covenant-not-to-compete);
2
Light v. Centel Cellular Co.,
Much of CSCS’s argument appеars to imply that for its Non-Competition Agreement to be enforceable, it need only show the existence of some other enforceable agreement between it and Carter.
Light
makes clear that not only must another otherwise enforceable agreement exist, but the Non-Competition Agreement must be “ancillary to or part of’ that other agreement at the time it was made.
Light,
(1) the consideration given by the employer in the otherwise enforceable agreement must give rise to the employer’s interest in restraining the employee from competing; and
(2) the covenant must be designed to enforce the employee’s consideration or return promise in the otherwise enforceable agreement.
Id. at 647.
CSCS points to several other agreements between it and Carter that it claims were enforceable on July 17, 1997 (when the Non-Competition Agreement was signed) and to which the Non-Competition Agreement was ancillary or a part. We address these seriatim.
(1) The Employment Agreement
CSCS first argues the Non-Competition Agreement was ancillary to or a part of the written employment agreement, which it claims was not an “at-will” agreement (and was thus enforceable) because it was fоr a term of twenty-four months. However, the written employment agreement did not exist when the *590 Non-Competition Agreement was signed — it was not signed until four days later.
CSCS argues the evidence was undisputed that the Non-Competition Agreement and the written employment agreement were part of the same transaction— the hiring of Carter — and thus that the documents should be read together and treated as one document, even when they were executed оn different dates and did not reference one another.
See Courage Co. v. Chemshare Corp.,
In a post-submissiоn brief, CSCS argues that everything in the employment agreement (signed July 21) was orally agreed to on July 17, when the Non-competition Agreement was signed, and the written employment agreement was merely a convenient memorial of the prior oral agreement. CSCS also argues that the written employment agreement expressly states it was effective July 14, 2000, and was an otherwise enforceable agreement at the time the Non-Competition Agreеment was signed on July 17, 2000. However, an oral agreement for employment for more than one year is within the statute of frauds and unenforceable.
See Gilliam v. Kouchoucos,
Moreover, the requirement that a noncompete agreement be ancillary to or part of an otherwise enfоrceable agreement “at the time the agreement is made” recognizes that agreements are often amended or supplemented, and expresses a “legislative intent that such amendments or supplements cannot ‘tack on’ a noncompete provision to a previously existing, enforceable agreement.”
Donahue v. Bowles, Troy, Donahue, Johnson, Inc.,
(2) Oral Agreement Not to Terminate Except for “Gross Misconduct”
CSCS next argues the Non-competition Agreement was ancillary to or part of an enforceable oral agreement that Carter’s employment was not terminable except for “gross misconduct.” In Texas, employment is presumed to be at-will, that is, it is terminable by either party for good cause, bad cause or no cause at all.
Montgomery County Hosp. Dist. v. Brown,
Generally, an at-will employment relationship standing alone is not an otherwise enforceable agreement.
Light,
Further, CSCS’s alleged oral promise not to terminate Carter except for gross misconduct is similar to an employer’s promise to give notice before termination, which has been held not to give rise to an employer interest in restraining an employee from competing.
See Am. Fracmaster, Ltd. v. Richardson,
(3) Written and Oral Agreements to Provide Carter with Confidential Information
CSCS argues that the Non-Competition Agreement was ancillary to or part of an enforceable agreement (as set forth in the Non-Competition Agreement itself) to provide Carter with confidential information. However, the Non-Competition Agreement merely states that CSCS “may reveal” confidеntial information in Carter’s future employment. On that basis, the trial court could have concluded there was no written, enforceable obligation on CSCS’s part to provide confidential information to Carter. Thus, we cannot conclude the trial court abused its discretion in denying CSCS’s request for a temporary injunction based on the argument that the Non-Competition Agreement was ancillary to or a part of an otherwise enforceable writtеn agreement requiring it to provide confidential information to Carter.
See Tom James of Dallas, Inc.,
CSCS also argues it entered into an enforceable oral agreement to provide confidential information to Carter, and that the Non-Competition Agreement was ancillary to or a part of that agreement. The parties dispute whether CSCS agreed to provide any confidential information to Carter at the time the “Non-Competition Agreement” was signed. 3 Thе only evidence that CSCS agreed to provide confidential information at the time the non-compete agreement was made was testimony that CSCS had customer and supplier databases it was going to supply to Carter and that CSCS had confidential information it was going to make available to Carter on the first day he went to work, and that it did provide confidential information to Carter on his first day of work.
The Non-Competition Agreement providеs that Carter will not disclose to others information about CSCS’s business methods and procedures. However, absent an
enforceable obligation
on CSCS’s part to provide confidential information to Carter, any promise by Carter not to disclose such information would be a unilateral offer, which could only be accepted by CSCS’s future performance.
See Light,
*593 (4) Oral Agreement to Provide Specialized Training
CSCS next argues the Non-Competition Agreement was ancillary to or a part of аn oral agreement to provide Carter with specialized training. The “Non-competition Agreement” does not mention an agreement to provide specialized training. 4 However, CSCS’s general manager testified that before the agreements were signed, he promised to train Carter in all aspects of the business and that it would take two years to bring him up to speed and make him an asset rather than a liability. He testified that Carter agreеd to allow CSCS to train him. For purposes of discussion, we assume without deciding that the alleged oral employment agreement was terminable only for cause, and thus was not illusory.
Nevertheless, the trial court heard conflicting evidence on whether the covenant-not-to-compete was ancillary to it. By its terms, the covenant-not-to-compete was designed to enforce the non-disclosure provision of the Non-Competition Agrеement. (“You agree not to disclose to others.... You
further agree
not to work for a competitor....”). The only promise Carter allegedly gave in return for the alleged promise to train at the time the non-compete agreement was made, was to allow CSCS to train him. The Non-Competition Agreement was not designed to enforce this return promise by Carter. Thus, the evidence before the trial court does not indicate that the non-disclosure agreement was given in exchange for the alleged promise to train. As a result, we cannot conclude the trial court abused its discretion in denying CSCS’s request for a temporary injunction based on the argument that the Non-Competition Agreement was ancillary to or a part of an oral agreement to provide Carter with specialized training.
See Tom James of Dallas, Inc.,
(5) Summary
We may not overrule the trial court’s decision unless the trial court acted unreasonably or in an arbitrary manner, without reference to guiding rules or principles.
Butnaru,
Sufficiency of Evidence
In its fourth issue, CSCS argues the evidence is legally and factually insufficient to support the trial court’s implied findings of fact. This is not the correct standard of review for the denial of a temporary injunction.
See Tom James of Dallas, Inc.,
Refusal to HeaR Evidence
CSCS’s fifth issue asserts the trial court erred in “refusing” to allow CSCS to present additional testimony at the temporary injunction hearing. However, CSCS never requested to reopen the evidence to present additional evidence, nor did it object to the trial court’s ruling on the temporary injunction before CSCS had presented all of its evidence. During its argument in the trial court, CSCS’s attorney represented CSCS had additional witnesses who could testify to support the testimony already in the record, but never identified any additional witnesses, or the evidence on other issues CSCS wanted to present to the trial court. On appeal, CSCS does not identify what additional evidence it was prevented from presenting to the trial court. We conclude CSCS failed to preserve any error related to its argument that the trial court refused to allow it to present additional evidence at the temporary injunction hearing. See Tex.R.App. P. 33.1. We resolve CSCS’s fifth issue against it.
Conclusion
We affirm the order of the trial court denying the temporary injunction.
Notes
. The parties cite the irreparable injury requirement for a temporary injunction, but do not address whether this requirement was met in this case. The First Court of Appeals recently concluded that a showing of irreparable injury is required to obtain a temporary injunction in a covenant-not-to-compete case.
See Cardinal Health Staffing Network v. Bowen,
. The Non-Competition Agreement does not contain limitations as to the geographic area of the activity to be restrained as required by § 15.50(a). CSCS requested the trial court to reform the covenant-not-to-compete under § 15.51(c) to "include the entire United States region, since Carter was responsible for sales nationwide, his training encompassed the entire United States region, and [CSCS’s] sales market region have been nationwide.” See Tex. Bus. & Com.Code Ann. § 15.51(c). We do not decide whether the trial court must reform a covenant-not-to-compete in the context of a temporary injunction as opposed to permanent relief.
. In an at-will employment situation, an employer’s promise to provide confidential information in exchange for the employee’s promise not to disclose that information would be illusory because the obligation could be avоided merely by terminating the employment.
See Light,
. The subsequently executed written employment agreement merely provides that the first month of the agreement would be considered a training period and no compensation would be paid to Carter for that month. Under that agreement, Carter’s return promise for the one month of training was to forego compensation for that month.