*1 medicate, “denial illness and refusal to alone,

standing are insufficient to HANNUM establish WAGLE & CLINE ENGI NEERING, INC., grave disability Engi because do not estab- d/b/a lish, by evidence, neering, Inc., convincing clear and Jr., Marlin A. such behavior ‘results in the Mobley,1 individual’s Jonathan A. Tom inability independently.’” to function Lancet, Appellants/Appellees- David 12-7-2-96). § (quoting Defendants, N.E.3d I.C.

Further, aggression we do believe v. alone, paranoia, establish an inability to independently. function CONSULTING, AMERICAN INC., d/b/a Structurepoint, Inc., American agree [33] We with M.E. that there Appellee/Appellant-Plaintiff. convincing no clear and evidence to estab- grave lish a disability. government No. 49A05-1601-PL-33. did not offer evidence that M.E. is provide food, unable to clothing, Appeals Court of of Indiana. shelter, needs, or other essential nor did offer evidence that M.E. suffered Nov. impairment

substantial or obvious deterio-

ration that judgment affected his or made

him unable to function independently.

fact, physician completed Phy- who

sician’s Statement referenced the Peti- Regular

tion for Commitment did even

check the box to indicate that M.E. was

suffering grave disability. Appel-

lant’s p. Moreover, 19-21. Vol.

VA’s reliance on past M.E.’s ig- behavior

nores the fact that statutory language patient’s

looks to the behavior at the time hearings, history. not to his M.E.’s

aggression, paranoia, and confrontational

attitude do not inability establish an

function independently under the law. judgment

[34] The of the trial court is

reversed and remanded with instructions

to vacate the order of involuntary commit-

ment.

RILEY, J., ROBB, J., concur. Mobley party 1. Tom appeal, parties is not parties of record in the trial court are caption 17(A). but we include him in appeal. Appellate because all Ind. Rule *4 Swider, L. McNeil,

David Andrew M. Philip Zimmerly, R. McKinney Bose & Evans, LLP, IN, Indianapolis, Attorneys for Appellants/Appellees2 Wagle Hannum Inc., Cline Engineering, & HWC En- d/b/a Inc., gineering, Marlin Jr., A. Jonathan A. and David Lancet. Wukmer, Michael A. Matting- David M. ly, Alson, Mark R. Audrey K. Hagedorn, Jorczak, LLP, Robert A. Ice Miller India- *5 IN, napolis, for Attorneys Appellee/Appel- Inc., lant American Consulting, d/b/a American Structurepoint, Inc. KIRSCH, Judge. engineering

[1] Civil firm American Inc., Consulting, American Struc- d/b/a (“ASI”) turepoint, Inc. for, filed lawsuit among things, contract, breach of against competitor its Wagle Hannum & Inc., Engineering, Cline Engi d/b/a (“HWC”) neering, Inc. and four of ASI’s employees, former namely Marlin A. Knowles, (“Knowles”), Jr. Jonathan A. Day (“Lancet”) (“Day”), (togeth David Lancet er, Defendants”), “the Mobley and Tom Knowles, (“Mobley”), after Day, and later Lancet, Mobley, and left ASI’s employ began ment employment and with HWC. trial court issued findings amended fact conclusions granted and thereon that preliminary injunction in favor of ASI party designated Inc., 2. Each is appellant as both Wagle Engineering, num & Cline d/b/a because, appellee Inc., Appellant Knowles, and after Engineering, Han Marlin A. Inc., Wagle Jr., Engineering, num & Cline Day, Jonathan A. and David d/b/a Lancet. Inc., Knowles, Engineering, appeal Marlin A. assigned appellate ASI's case was. Jr., Day, ("Case Jonathan A. and David Lancet filed number 49A04-1606-PL-1198 No. appeal, 1198”). However, their Case No. 49A05-1601-PL-33 because we found that the (“Case 33”), Appellee parties No. subject American Consult appeals matter of the two Inc., ing, related, Structurepoint, American Inc. were d/b/a we Case consolidated No. 1198 ("ASI”) separate appeal against filed a Han- with earlier-filed Case No. 33. HWC, Knowles,

against Day, firms and Lancet3 in Indiana. ASI’s HWC’s bodies, non-compete public such as mu pursuant and non-solicita clients include Knowles, agreements Day, nicipal governments and entities Indiana, Department Lancet each had executed with ASI. De including Indiana (“INDOT”), raise appeal Transportation fendants Hamilton following restated consolidated is County, County, County, Hancock Boone Carmel, sues: Indianapolis, Pub Franklin.6 engineering typically their lic bodies award I. court its Whether trial abused transportation projects through preliminary it entered discretion when qualification-based (“QBS”) sys injunction enforcing non-competition selection re- designed engi tem them select contained within strictions Knowles’s allow agreement ASI; professional pro neers and employment consultants jects on qualifications rather based than II. the trial court its Whether abused After the price. public selects the a preliminary discretion when it entered firm, negoti engineering parties then injunction enforcing re- non-solicitation fee, project’s project’s scope, ate the strictions contained within the and other contract terms. agree- employment and Lancet injunction, ments. [2] Several months after issuing granted former owner employment with ASI. ASP a former in 1994 as an hourly employee began his partially motion to dissolve the inspector, working way up construction preliminary injunction toas Knowles. ASI 2004 or company, ranks *6 appeals that and raises decision two issues 2005, promoted to Presi Knowles was Vice consolidate we and restate as: dent Sales Administration. Knowles

III. abused its Whether position resigned held this until he granted it discretion when in May Among responsi ASI 2014. motion it bilities, and dissolved the as for responsible Knowles was over pertained to him. seeing actively ASI’s sales and was in process, in the including volved sales affirm.4 [3] We “making pitch” to for clients select ASI History5 Facts and Procedural QBS process. in Appellants’ HWC The Parties App. part duties, at 30.7 As of his sales ASI and HWC are civil engineer Knowles was involved in building business architecture, ing, design relationships planning goodwill and behalf and injunctive exceptions 3. The trial court denied as to 5. relief With not relevant the de- few Mobley, appeal and ASI not appeal, does deci- termination do Defendants not appear challenge findings sion. trial court's being unsupported improper by of fact as evidence, 21, argument 4. We held oral October University's at Purdue Krannert 'of School exclusively Management. public 6. As entities do Executive We contract thank counsel not services, preparation company engineering for argument, for their and we ASI and HWC have as clients some of the outstanding commend them on their advoca- cy. same entities. also thank for We the students their in- after, sightful questions posed and comments to, argu- but specifically related appendix oral 7. We will to the filed refer Defen- appeal Appellants’ ment. in App. dants as HWC their assigned “principal project representative. Knowles resident Day’s was the On ASI. clients, charge” including ASI, many day in for first at employment 3, ASI January Cicero, Fishers, County, signed Delaware Grant he a “Terms and Conditions Greendale, County, County, (“the Hamilton Employment” agreement with ASI INDOT, County, LaGrange Day Hancock Agreement”), which included terms County, Morgan Lawrenceburg, County, restricting soliciting him from or recruit Noblesville, County, and Orange Putnam ing 8; his former coworkers. Joint Ex. County. help Id. To obtain Appellants’ App. 23. Lancet be relationships business for ASI and build 1998; in gan working later, for in clients, Knowles attended business January signed Lancet “Terms development activities, breakfasts, such Conditions Employment” agreement lunches, dinners, functions, golf charitable (“the Agreement”), with ASI Lancet events, trips, sporting industry outings, provision contained non-solicitation iden events, conferences, networking recep Day Agreement. one tical in the tions, political paid functions. 234; Joint Ex.

his attendance at these activities. Agreement”), 29, 2008, tition and Employment, accepted nants, competition Agreement vide, or the sale or Products/Services ny’s (1) sell, provide, following, directly whereby Knowles Customers or Knowles ownership ASI. 2008,‘Knowles non-solicitation assist which contained Non-Disclosure and attempt Active to person any of, indirectly: agreed restrictive any Competing (“the entered Prospects; *7 of to sell or On offered and non-compe December Compa- into an Non- cove pro- do ment, At that happy provements its Vice dent Baker that he had an because of his advised ment abide spring industry. with ASI and Eventually, Knowles President, Terry time, contract. experience Ed Jolliffe its that HWC would familiar with he transportation depart Knowles became un desired to make met employment agree the winter of Jolliffe and told Jolliffe Baker (“Jolliffe”), he with the reputation intended (“Baker”). position Presi Baker im (2) solicit with any or such communicate role to operations Knowles in an at HWC purpose selling, customers .for comply with covenants in the restrictive providing, attempting provide, to sell or Agreement. the Knowles assisting entity or or person 5, 2014, May [9] On Knowles submitted or of, any Competing sale ASI, it, resignation a to and in he letter Products/Services; and that comply he would stated (3) solicit, hire, recruit, employ, attempt 90; Agreement. Knowles Ex. HWC Joint to hire employ, any person or or assist Appellants’ App. at The letter did not 26. hiring the recruitment joining mention Knowles HWC as was ASI, person employee who is Operations. May its Vice On President seek otherwise induce urge, 7, ASPs Conner President Rick circulated any person induce to terminate his/her employees. an announcement to ASI employment with ASI. day Knowles had Knowles’s last resigned, 135-37; Id. at Joint Ex. 2014, 235. 14, 19, May ASI was On May at ^[7] Like Knowles, Day and Lancet for 2014, HWC issued a press release an HWC, merly nouncing joined at Each worked as a and it worked ASI. Knowles had of us[.]” for both to, be safe among oth email should press release circulated 12, 2014, Sparks Ex. 92. On June ers, Knowles had iden Joint and entities people to HWC. Jolliffe “Key Clients.” Joint his resume on a list tified submitted 52; 44, 48, qualifications Sparks’s HWC Hancock discussed Exs. 18, July on made HWC 84. After including HWC’s performing what ations, starting Knowles As HWC’s Vice headed HWC describes transportation division. HWC, President up four Knowles divisions, as con began Oper resigned HWC ed written on retiring; Sparks July August from offer 17, 2014. Sparks, and told ASI began working at Sparks thereafter he that he accept activity, review which included tract-based left, shortly Knowles after [12]Also in contracts verbiage ing fees and website, job open saw Day HWC’s visited contracts. signatures for tracking down and, on inspectors construction ings for continued interact with also (cid:127) 24, 2014, submitted resume June also clients contacts who were met with day, That same HWC. Such interac clients ASI. prospective Thereafter, Joliffe restaurant. Lancet at a play going fishing trips, tions included Lancet, telling and interviewed contacted attending political and golfing, ing poker, that, spring in the Lancet fundraisers, and'seeing these not-for-profit fill for positions to resident have would at various events colleagues friends and construction representatives project family updates At sharing with them. 11, 2014, August Lancet inspectors. On time, transporta head of HWC’s submitted a resume HWC. (“Han Hancock Randy tion division cock”), Hancock reported directly In August Day resigned provided Hancock was not Knowles. joined HWC. did and was copy at his exit interview that he Day remind were, restrictions not told what Knowles’s Day Day Agreement, and signed had clients as what were off-limits such joined that when he left ASI and testified Jolliffe read the Knowles Knowles. never HWC, he not remember that had he did complete never list Agreement and had un signed Day Agreement and was clients at ASI. of Knowles’s subject to a aware that he was non-solicita the months followed agreement. Appellants’App. 49; joining Shortly Tr. after May departure a list of em Day prepared various employees a number of other ASI also left *8 thought may be at ASI that he ployees Initially, to work for ASI and went HWC. HWC, joining in which he called interested days May press after HWC’s re two Ex. Employees.” Joint “HWC Potential HWC, joining about Knowles ASI lease 56, 9; Day App. at Appellants’ HWC Sparks (“Sparks”) Clint project-manager September to in list Knowles sent email, account, to his home sent Employees list 2014. The Potential identi Knowles, indicating planning that he was of whom potential employees, nine fied ten “my to submit a resume to and that HWC Day employees. then-current ASI were story retiring building I a will be am gauge employees various at ASI called Ex. home Joint Indiana[.]” southern joining and forward 92; their interest HWC Sparks at 45. Appellants’App. HWC manage applications ed their HWC’s my “This is sent from home email so noted Day some discussions ought to be OK” and “Cell and this ment. had we home, might Day’s about who met at employees Day ASI whom sub HWC, in joining respective HWC. their interested mitted resumes to who was tential about HWC’s September contacted Sparks, ^[14] requested candidate for In or who unhappy Lancet, 2014, was then names design engineering around or that who was HWC. employed this same anybody would In response still at August be a at ASI HWC, needs time, po versation ASI including Mobley. After receiving interested, narroe employment should submit a offer from an ASI computer. (“Conarroe”), telling HWC, Mobley and he with ASI management. resume, reported Mobley’s employee Conarroe was not but not to do so discussed HWC him that he Tim Co- a con job Sparks’s inquiry, Lancet provided Sparks ^[18] Having received reports and other employees, with the names several ASI concerning evidence recruitment of its em (“Tolle”). including Sparks Amber Tolle HWC, ployees by began an internal 10, in September stated to Lancet 2014 investigation in early 2015 consisting, at message, “Keep hitting text delete because part, conducting least interviews with if the sharks smell blood—who knows!” employees meetings with ASI 112; Appellants’ App. Joint Ex. attorneys. ASI had discovered made offers of employment six of its In September, Tolle submitted a construction inspectors, including Lancet, Mobley, 2015, February and Tolle. 28, September Sparks resume to HWC. On Mobley Lancet and each received and ac an email to and Hancock wrote cepted employment verbal offer about the fact that Tolle had submitted a HWC, 6, 2015, and on March ASI termi HWC, Sparks inadvertently resume but Mobley. 2015, nated Lancet and In March sent email to old ASI email Tolle, including several other employees, address, which monitoring in or accepted employment HWC’s offer respond der to clients. ASI thus resigned from ASI.' of Sparks’s learned and Knowles’s involve application in Tolle’s ment to HWC. History Procedural In late October 2014, Knowles cre On March 2015, ASI filed ated document he saved “Recruit injunctive complaint verified relief for List,” ing potential which listed eleven re against damages, alleging claims division, for transportation cruits HWC’s Knowles, Lancet, Day, Mobley for eight employees. of whom were ASI Joint contract, fiduciary of the breach of breach 98; Appellants’ App. Ex. 59-60. duty loyalty, competition, unfair civil Later, on November conspiracy, interference with con tortious Hancock met and discussed relationships, tract and business and un potential upcoming HWC’s candidates just enrichment. HWC needs, using a list handwritten Following 109-59. some extensions had made. Ex. 17. The Joint parties discovery, to conduct time list list of handwritten contained a fifteen prelimi 2015 for a July ASI moved *9 “Candidates,” eleven of whom were then- nary injunction enjoin from to Defendants November, employees. Id. communicating directly indirectly or emailed the handwritten list to Knowles former, current, pro or serving or ASI’s Day. and Hancock in violation spective customers of In late November and December, Knowles Agreement, and to prohibit De directly or indirectly from com employees, other ASI some of fendants several Appellants’ App. at 67-99. recruiting or ment. with, soliciting, municating Knowles, estab of the also that ASI The trial held in violation court employees Id. at 176- of Agreements. of success reasonable and Lancet lished a likelihood hearing was evidentiary three-day Knowles, Day, A78. trial that and proving at 29, 30, October on and September held provi Lancet breached non-solicitation was submitted at which evidence Agree respective in their sions contained parties The thereaf witnesses testified.8 HWC, trial regard ments. Id. to With of Fact Findings proposed ter submitted that ASI had established court determined of Law. and Conclusions prov reasonable likelihood success On December 11, 2015, the tidal ing trial “HWC worked with Facts, Conclu Findings [noncompetition] court to violate Knowles issued Law, Granting in Part sions of and Order agreement” ] and that “HWC[ junction against trial court provisions building in the the Plaintiffs Lancet.9 Id. at 12-100. ers, against Mobley.10 denied generate protectable “good ASI’s With left personal found: of the Knowles between will” that its “need ASI; (2) regard to the Motion request HWC, interest (1) relationships” ASI and its ASI has for these interests Knowles was hired to start in its Preliminary Agreement, the an non-compete a legitimate trial customers, injunction again Day, and custom after may In hire the trial court’s December lowing a fy perform Knowles 90-91. der”). sions clarification duties that Knowles [22]Defendants multiple ASI Amended clarify The Amended Order Law, intentionally hearing, and Order Findings of and the issued, scope filed motion modi employees.”11 Id. could worked (“Amended order, seeking Fact, or incorporated January together operations court, could Findings Conclu Or fol Conclusions and clarified non-compete provi protected in an operations continue serve could Agreement, sions of the Knowles However, role at HWC.12 narrowly enforceable because was (1) enjoined directly or preliminarily respect tailored reasonable selling, providing, (3) indirectly attempting time, activity, geography; or provide, assisting any person sell likelihood suc reasonable established of, any in the Com the non- sale proving cess of Knowles breached n any of the provisions Agree peting compete the Knowles Products/Services including entity, but not limited to HWC 8. ASI indicates that witnesses "[seventeen prohibited" by ... and over exhibits were ad- in testified “to commit the acts Appellee's and, therefore, Br. at 3. Admitted mitted.” ASI position junction, "is HWC's deposition designations, included evidence really imposed on of the derivative limitations documents,-affidavits, testimony. and live Knowles, Day, Appel and Lancet.” HWC 3 n. 1. lants’ Br. at thorough ánd 9. The trial court's extensive Conclusions, length, Findings pages in non-ex 12.The Order included a Amended appellate aided our review. operations functions to illus haustive list agree- Mobley employment did have types of Knowles could trate the tasks that ment with ASI. perform non-com would not violate the pete. Appellants App. at 105-06. injunction prohibits *10 May responded that Activeon 2016. ASI the Company’s or Company’s Customers (2) Agreement the spects;13 soliciting express or commu terms of Knowles Pro nicating any with the such customers for an extension and also assert- provided attempting to providing, of purpose selling, of equitable estoppel that the ed doctrine assisting person or provide, any or or prevent sell at- apply to Knowles’s should of, or provision any in entity the sale Com tempt to injunction the because dissolve (3) Products/Services; peting solicit and Knowles not benefit from viola- should his attempt recruiting, hiring, employing, ing, of tion the trial court restrictions. The any employ, assisting hire or ing to or 16, 2016, on hearing May on held and or the recruitment person 20, 2016, granted May motion and the employee of of hiring any person who is an injunction as to dissolved the Knowles and urging, inducing or otherwise (1) finding non-compete, Indiana seeking any person to induce terminate agree- of precluded law the enforcement Ap employment with ASI. HWC his/her ments to the of non-com- extend duration pellants’App. at 101-08. provisions preliminary injunc- pete when entered, regard Day, Lancet, (2) and tion had been AST failed [23] With enjoined preliminarily satisfy the Amended Order equitable estop- the elements of soliciting endeavoring Thereafter, to en- them pel.14 appeal, ASI filed its knowingly away, offering employment tice which this court consolidated with Defen- to, employing, offering knowingly appeal. dants’ earlier-filed concluding any contract for with services Discussion Decision person employed by any who was ASI as Standard Review Day’s em- of the date that and Lancet’s ployment ceased. Id. In order to obtain a prelimi also prohibited Amended Order nary injunction, had the burden acting and Lancet in concert or of the demonstrating by preponderance conspiracy includ- person, (1) reasonable likelihood evidence: commit ing but limited (2) trial; the the merits success by prohibited acts the Order. Amended inadequate remedies are law Id. irreparable during harm will occur the April filed a mo- pendency the action; (3) the threatened injury outweighs potential court asking partially the trial tion dis- HWC, Knowles, Day, harm to and Lancet injunction on preliminary May solve the (4) 14,. 2016, granting of arguing injunction; the 24-month re- from the an began public Agreement striction the Knowles interest would be disserved injunction. expire granting Ind. Po- May to run Cent. would "Competing Knowles-Agreement speculative 13. The terms relied on Products/Services/’ and “Company’s Pros- Customer” "Active support harm to matters of —are dispute pects" are not are defined capable repetition, public interest Agreement court’s and the trial further, held in to the extent that a trial is 103-04, Amended 135— Order. matter, interpretation a correct prepa- is critical for Reply jury ration instructions. Br. that, although injunc- 14. Defendants note Moreover, observe, ASI is n. 1. Defendants dissolved, enjoining Knowles has been appealing dissolving injunction. the order May appeal is not moot agree proceed We to address the Id. the merits his claims—that because parties by both on their merits. issues raised interpreted improperly *11 874 723, Krueger,

diatry, judgment clearly P.C. v. 882 are errone N.E.2d unless (Ind.2008); ous, reweigh 727 Gleeson v. nor the the evi should Preferred LLC, 164, (Ind. credibility. or Id. Sourcing, 883 N.E.2d dence- reassess witness 172 Rather, only the consider Ct.App.2008). court should the 2014). v. reasonable likelihood merits, 487 facie case. Trademark Sheets, (Ind.2003); “The the 17 N.E.3d party Apple Retail, Inc., party To Pinnacle establish must establish a is not Glen Crossing, Healthcare, required 784 success party (Ind.Ct.App. N.E.2d to show LLC v. ous, on has a prima LLC the judgment only'when when review the record leaves with firma made. from. We will' reasonable inferences evidence favorable and a Id. conviction Gleeson, judgment reverse to the N.E.2d it is is a mistake has been clearly judgment be drawn there the clearly at 172. trial erroneous us errone and all court’s State ex rel. upon the merits.” Avemco Ins. Co. v. that he law, (Ind.Ct.App.2004). case, nor which would entitle him to relief is is he entitled to relief as matter of McCarty, required 812 N.E.2d prove plead validly ing non-competition covenants: Section I. Knowles’s During executed the Knowles 9(a) of There the Restricted Time Non-Compete Agreement no dispute contained the follow- Period, Agreement, Em- “The grant or denial of a ployee will not sell, provide, attempt preliminary injunction provide, any person is within the or sound to sell or assist court, entity scope provision of, discretion the and the or in the or sale appellate any deciding Competing review is limited to Products/Services any whether Company’s there has been a clear abuse the Customers15 Gleeson, discretion.” respect 883 N.E.2d at 171- any during with time whom considering (24) twenty-four 72. When whether a trial immediately the months grant party’s court’s of a motion preceding for a of Employee’s the termination preliminary injunction employment constitutes an abuse Company, with Em- the discretion, this court ployee any determines wheth had sales or service contact er the supports evidence the trial on Company, Employee court’s behalf of the special findings any of fact and whether the had business contact behalf of findings support judgment. the Company, Clark’s Employee any had sales Serv., Smith, Sales & Inc. v. 4 N.E.3d or service responsibility (including with- (Ind.Ct.App.2014), any trans. denied. This out limitation supervisory or mana- court should not findings gerial disturb the or responsibility) on behalf of the of, Agreement "Company’s 15. The engaged defined Cus- marketing solicitation or "any person entity towards, tomers” as to whom any during sales time Company provided any products sold or (12) immediately preceding twelve months during twenty- services at time and/or Employee’s employment the termination of (24) immediately preceding four months (ii) Company; any person with the and/or Employee’s employment termination entity Company to whom the submitted a Company.” Appellants’ App. at 136. proposal quote for the sale or 9(d) Section of the Knowles ex- Company’s products/services of 9(a) prohibitions tended the of Section to en- (12) during time months immedi- twelve compass "Company’s Prospects,”' Active ately preceding Employ- the termination of defined as: employment Company. ee’s (i) any person Employee, Id. solicited, Company, behalf of the assisted in *12 any Company, Employee project ships goodwill, any re- and and would post had not hardship § on substantial on him.16 sponsibility Company, behalf of Id. the knowledge or Employee of, had any Confidential access to, or Informa- gained issuing the In its Findings on Knowles’s non- and Conclusions concerning the Company’s business compete, trial the the addressed customer, or soli- with such otherwise four-part for a preliminary injunction test any or such cit communicate (1) with and determined: ASI established a rea- selling, purpose for customers the sonable likelihood of success the merits pro- providing, attempting or to sell its contract against breach count assisting any Lancet; vide, person (2) or or and rem- ASI’s provision any of, Com- inadequate in the sale edies at are law and that ASI harm, peting irreparable noting established that Products/Services.... harm irreparable requirement “the ‘does pe- Time the “Restricted Period” means that not the party mandate demonstrate Employee’s employment riod of the with specific losses its business’” that and (24) for Company twenty-four that, the evidence showed as a result immediately termi- months after the violation, there be harm could Employee’s employment nation of ASI, including the future to loss of good- Company regardless reason will and need rebuild relationships such termination. (3) trust; the threatened to ASI injury (emphasis Joint paragraph Ex. outweighed potential harm to added); separation App. HWC stating, “The is injury threatened 9(h) Section 135-36. prohibited great,” as an “pipe- such erosion of ASI’s violating Knowles the covenants di- business,” while potential line harm rectly indirectly: large,” is “not noting Defendants Defen- Employee acknowledges agrees that present dants did not evidence show the covenants contained Section “if harm the court agree- enforces the Employee prohibit trial[;]” (4) engaging cer- prior ments would directly indirectly tain activities public disserve the interest to enforce (and non-solicitation) Employee’s or on non-competition pro- whether own behalf visions, observing in- entity, requested the behalf ASI’s person or junctive prevent would not regardless relief capacity in which [of] ASI, from competing “just it had Employee acting, including without prior joining it.” Appel- employee, limitation as independent (Conclusion App. lants’ at 67-97 Nos. contractor owner. 117). 100, 102, 105, 109, 111, 113, 115, added). (emphasis Id. In the Knowles Irreparable A. Harm Agreement, agreed the re- strictions imposed were reasonable challenging necessary protection legiti- for the entry injunction, court’s ASI’s Defendants interests, including mate relation- initially business assert ASI did make (§ 11(a)). agreed pellants' 16. Knowles also Although that a breach at 138 give breach of liquidated threatened Section 9 would contained a 138-39, irreparable injury money damages provision, parries rise to id. at damages adequate argument would not be relief for advised at oral that the trial court injury, liquidated damages such that ASI shall entitled to that the had determined relief, injunctive equitable penalty relief obtain constituted a and was unen- including preliminary Ap- injunction. forceable. entities that did not activities with individuals showing irreparable harm and Appellants’ App. were clients. HWC inade that its remedies law were show Conner 33-35, President 39-42. ASI no They argue, “There is evidence quate. *13 at as HWC Knowles’s activities described harm from actions Knowles[’s] of actual Appellants’ Br. while that ASI was that, possible business Knowles’s showing a threat of imminent harm accordingly, entry quired and not sufficient any was lost business clients.... at employed for best, an abuse lost, contacts, interactions a However, work preliminary at at No at HWC with was to meet the which risk of 6. Defendants maintain in the future due witness discretion. any specific able to obtain a preliminary of with friends is -too speculative injunction, losing.” to point only could (cid:127) standard respect projects prelimi identify injunc HWC and, for re to to to will, We was ble fact that portunities. “diverting” aged amount ships current sion, finding that relief[.]” cannot imminent threat court determined and “necessarily ASI’s developed with abuse is an it cannot be the trust and future, say goodwill Id. at HWC argument that discretion. “pipeline” to ASI’s intangible[,]” but “the 35-36.; Tr. at 31. The Appellants’App. the trial court’s deci accounts and entities quantified to that in favor of personal posed future of business business, harm, actions dam in a business, relation whether present equita dollar at 92. good op B. Prohibited Conduct recog courts have nary injunction, our which nized that action.” Coates damages upon cannot “irreparable be resolution v. Heat compensated harm is Wagons, for underlying that Inc., 942 through harm restricted the trial activity.17 Defendants next Agreement, failed to Defendants strictly interpret particular argue that assert ir (Ind.App.2011), 912 N.E.2d selling competing that “the restriction not “does reparable requirement harm projects or specific be to services must tied spe that the demonstrate party mandate but the trial court sales pursuits,” instead Capital in its cific losses non-compete business.” AGS “expansively” determined Int’l, LLC, Inc. 884 Corp., Prod. Action v. to him from language “communi preclude pur 312 trans. (Ind.Ct.App.2008), cating] for the N.E.2d with ASI clients .... case, evi presented In this pose building relationship denied. and trust Ap at for dence while ... HWC.” that obtain business HWC reading, De engaged pellants’ with 20-22. This work individu Br. at substantive maintain, of “ren has the als entities were ASI clients— fendants effect that any opera dering leper clients he that work HWC characterized work, interfering his sales— at with contract-type dealt with ASI tions not development rights association” and constitutional participated he client 17. With Serv., Smith, N.E.3d 782 regard & Inc. v. 4 on “activi Sales to the restriction ("a ty,” job, (Ind.Ct.App.2014) Defendants note Knowles's while that restricts covenant ASI, process," "was administer the portions sales employee competing perform engineering he did services not he was never asso the business so, any because he did not do denied.) invalid”), ASI does ciated trans. ability provide ser on his restriction such appear attempting to enforce not vices to HWC’s clients cannot be enforceable limitation Knowles's to HWC Reply under at 7 n. Indiana law. Br. engineering type of ser services or Podiatry, Krueger, (citing Cent. Ind. RC. v. vices do at ASI. that he did not (Ind.2008) and Clark's N.E.2d 730-31 sales, particular Id. at not constitutes an abuse connected to discretion. he joining are have ASI views be reasonable Podiatry, agreements fundraisers, ests of the interactions with ASI’s clients. Those fell develop into games, golf outings, able tions fore the contract was nants de novo. Cent. Ind. those that were and cluding *14 sonable, at 913. An and covenant must court’s occurred after signed. N.E.2d at 729. operations division and were connected to tions, golf engineering “in contract-type geographic political events two if established recognized restraint law”; however, they interpretation of such Here, an agreement (1) basic categories: employer; as appellate or covenants and various things are in scope N.E.2d it Knowles continued to have HWC had been selected business area.18 firm on a part is Indeed, by work reasonable. protect undisputed trade and as the court reviews at 729. and fishing as to Coates, and containing his development, agreement restrictive cove legitimate social, industry, negotiated non-competition project, Indiana (2) (1) job Podiatry, he time, not-for-profit are enforce trips, poker the restric clients; (2) 942 N.E.2d To Cent. Ind. those that, did, in compete activity, favored be rea but be- HWC’s such a courts inter must after in- work ASI’s with individuals at outside activities such involvement ASI’s who worked ties. contacts, they were therance of friendships, relying his contractual pellants’ App. tive as not-for-profit not fasts, also submitted know and and did build tions, conferences, lants’ Moore dants’ activities are Some (here, fishing, poker, soliciting testimony not clients, stated potential clients, trust He and was The examples Vice ASI or lunches, suggestion (and HWC’s) described trust and seek to secure work from these closely explained spend political outings, President and was not intended business trial court .HWC) activities networking of Kenton 76; paid testimony only goodwill. objections include Knowles informed them of time with dinners, their with Knowles at ASI. relationships that Knowles’s contacts 16; Br. Tr. functions. social trips,- to “build for not because families. sales Tr. it is meeting for and were by the Moore from ASI Field restricted By 4; rejected and that charitable func- sporting clients, gatherings them, attendance and events, teams building to that necessary friendships.” the activities only in All of with clients Defendants Sales, (“Moore”), in employer prospec- part on 358-62. he was clients, events, Appel- Defen- get secure break- recep- activi- these trust end, who Ap- fur- and clients, regard category to the fírst clients prospective [35] With is interactions, involving attendance at obtain goal ASI’s HWC’s future social, industry, such activities as projects. fundrais- The trial court’s determination functions, ing, political large on the to a Knowles did issue was based extent on credibility not these view activities with individu- its assessment violation, als Agree- to be of the Knowles The witnesses. trial court addressed this ment, credibility testifying that were aspect: because Agreement, challenge 18. Defendants focus the limitations on activi- to the other than ty geographic challenge provision, and do extension as addressed later by imposed time limitations decision. ASI, ac- Knowles was he was at testified While respect to With for making .pitch tively development activities involved client [ ] to the pursuant relationships, to select ASI designed to build clients were contrast, HWC, trust, QBS process .... goodwill for ASI. contracts is lim- new role Knowles[’s] activities on of Knowles’ purpose fees, reviewing ver- reviewing ited exactly is the same: of HWC behalf contracts, tracking down biage in relationships maintain build of which for contracts —all signatures eventually ob- goal goodwill, with has been selected comes after HWC The Knowles taining work HWC. is internal within a client and which doing him from prohibits with his former HWC. these activities clients. 5; Reply Br. Succinctly put, posi- Defendants’

atBr. engineering firm has that once the find does not it believable The court (is selected, the “sale” has occurred been that Knowles was or reasonable therefore, and, selling, trying projects, Knowles’s sub- complete), to seek future *15 client, during the trying sequent contacts with to build a relation- was scope are project’s and ship in him the fees and confidence which of trust determined, of part company, and are his HWC. discussed and his not violate process the sales do 74, (emphasis at Appellants’ App. 77 HWC non-compete. added). that The trial court determined attendance at and participation ^[38] trial court rejected this argu- activities, ment, part in again relying the testimo- types in which were those Moore, ny explained that the sales generally paid pre- were who engineering industry is public in the relationships cycle with these clients serve continuous; many each of the goodwill lengthy and develop to maintain and that, and connections with QBS process points of contact given the selection before, during, client engineering industry, personal prospective the re- client the process part developed through after the selection are lationships and trust gain and retain company’s efforts years goodwill of contact and “are often is project stated that the engi- factors to which business. Moore determinative negotiations the project.” Id. not “a win” until after neering firm is selected for 244; at signed. Ex. Tr. court within its at The trial was contract 74. finding engaging in in such 376. discretion

activities was for the directly Agreement. indirectly, purpose in violation of the selling, tion that restrictive ^[39] Contrary covenants was overbroad trial court’s to Defendants’ reading sugges- of the With regard unenforceable because effectively pre- in clients, working him from at contacts cludes HWC category of with ASI Knowles can job responsibili capacity, work HWC involve Knowles’s ties, job same or similar manner note that Knowles’s clients Defendants employed provided operations department, in the which he HWC was was sales, recently are not clients he and not where he was at ASI. the clients Nor the non- Br. further ASI. does Reply at 14. Defendants worked with in in- working him from distinguish compete what Knowles did at restrict seek to sug- operations, including, as ASI he ternal ASI versus what did HWC: gests “performance management, human exercise of its sound discretion. Ind. Real resources, Ackman, employ- Estate recruitment non-ASI- Comm’n v. 766 N.E.2d ees, company growth (Ind.Ct.App.2002). initiatives.” For a deci- Appellants’ App. at 105-06. It was on appeal, sion to be reversed abuse of negotiation of contracts with clearly must discretion demonstrated. clients, after had been awarded the Id. contract signed,

bid but before argue [42] Defendants that ASI was trial interpreted as violative of position aware Knowles’s new at HWC Agreement. at 106. the Knowles Id. May when he left and was On appeal, we are not to disturb aware that, during summer fall of findings judgment trial court’s unless interaction, some social had erroneoús, clearly are nor should we golfing, fishing, such as and fundraiser reweigh the evidence reassess witness events, clients, yet with ASI ASI did not Sem, credibility. Clark’s Sales & against take action Knowles until ten Rather, N.E.3d at we are consider months later when it filed suit on March only judg- the evidence favorable to the rejected The trial court the laches ment all reasonable inferences there- argument, finding delay was rea- review, from. Id. Given standard sonable, agree. and we we pretation of sions were not cannot improper. say the terms clearly C. Laches Its findings erroneous. court’s inter- non-compete conclu- *16 with HWC. ASI knew that Knowles instances immediately The record reveals in the summer and fall of 2014 ASI was after Knowles’s aware of took three that, departure, position or almost four argued

[41] Defendants to where was observed interacting social, the trial court that an or political, networking ASI waited unrea events sonably long period filing of time its before with were at that time individuals who ASI relief, and, seeking injunctive lawsuit and deem that any clients. ASI did not action However, delay, necessary. based Defendants asked the in 2014 was later trial court to apply early the doctrine laches and into after information in,” preclude enforcing “slowly-trickled ASI began ASI learn of Agreement. equitable doc communications the activities and occur- (1) trine of laches contains three ring employees, elements: between ASI delay asserting early inexcusable in in ASI an a known and launched inter- (2) right; implied arising an waiver from nal investigation, which further revealed in knowing acquiescence existing through condi the actions of ASI that (3) Knowles, Lancet, others, tions; change in Day, among circumstances causing prejudice party. “recruiting employees.” to the adverse was ASI’s Gleeson, In March Appellee’s 883 N.E.2d 179-80. “Laches Br. at not does turn on time alone.... Unreason While the better ASI filed its lawsuit. delay causing prejudice injury may able is been for to contact practice have necessary.” Prejudice may Lancet, objection Id. at voice aware, if party, knowledge created with of the to those of which ASI activities was facts, permits passing request they relevant of time cease the activ- ities, change by say work cannot decision circumstances we ASI’s party. question internally investigate Id. The of laches is consult by filing one to be suit an determined the court counsel before constituted n Furthermore, by is any person employed if who [ASI] even delay. unreasonable unreasonable, employment your [ASI] date considered delay they ceases. have failed show Defendants Agreement19 Appellants’ was Joint Ex. 235. Under Section Agreement restricted him and two were rectly ing only that ASI’s Knowles ment does concluded, Tancet al employer as follows: month month change in constituted laches. cause II. Enforcement with the urge, ployee ploy, ployee any person or son to terminate his/her During the rejected court did years started employed hiring prejudiced “Knowles settled attempt delay delay or induce was will of the after his not Company. Knowles’[s] ,to Defendants’ indirectly. Br. at 29. of, any not abuse its discretion Restricted prohibited- provided Section identify prejudice. build by Agreements or seek to induce filing seeking solicit, recruit, hire, em- Company,, would ASI hire person employment of Non-Solicitation a life at HWC.” HWC 9(e) of and for circumstances” This suit and that while delay “worked Time claim that Id. The such into his employ, injunctive relief who general or otherwise n Period, Em- delay, argu- employment doing so di- recruitment his future is an em- with period fourteen- any per- new or assist The tri- Lancet Lancet a ten- state- when ASI 9(h) job be- of was filed was pending fendants do fered That thus Joint Ex. sert, to the lants’ tained ees. Defendants did of seven solicitation or recruitment Lancet person rectly or her to induce Knowles, Day ed to attempt cation no completed” there any person Rather, is, employment Br. at enjoined a non-solicitation as follows: Lancet or otherwise HWC) need Following the employees. with, threat of “any 234. The cognizable harm” from the in March 2015. to hire was no evidence that challenging indirectly, not claim that entity any person to terminate 17. for an solicit, in the recruitment or are unenforceable or that alleged recruiting activity Agreement. HWC, Knowles, Day, and and Lancet by the time the App. at 98-99. Further, who argue that there with ASI. (including recruiting injunction engage Id. employ, urge, induce or seek Day recruit, have hearing, provision identical at 17. Defendants as- injunction, any communi- in the HWC but hire, Joint shall or assist employee activity, non-solicita- ASI not the trial *17 enjoin employ- employ, not, alleged lawsuit Appel- Ex. 8. hiring limit- “suf- con- loss De- his/ di- no it. solicit or endeavor to entice away, pro- record reveals, however, that primary objectives hiring HWC’s purposely one vide information others its transportation was to rebuild or Knowles helping the intent of them solicit employ- including recruiting away, department, offer knowingly entice to, maintaining employees. or offer or better staff of knowingly employ, ment with, According Knowles and en- any contract for services HWC conclude Agreement provisions. 144. The Lancet signing Joint Ex. 19. Previous to the Lancet signed April January set forth the Terms and Conditions had Lancet employment, Agreement, Employment in- of his then-current as well as non-competition provision. 234. non-solicitation Joint Ex. cluded non-solicitation gaged “in a scheme to raid Appellants’ calculated ASI at 79. Day As to Knowles, ... of its employees and of its talent” and the trial court determined that Knowles and that their testimony aware the re- “was or credible cruiting light restrictions in the all the evidence.” Id. believable Agreement, at 80. help Day reweigh “enlisted the We do not evidence target eighteen assess credibility Lancet” least ASI witness on appeal. Serv., employees. Clark’s Sales Appellee’s & Br. N.E.3d at 780. us, Based urge While Defendants that record recruiting before the trial court was was within complete by its discretion to complaint the time the issue the filed, injunction to recruitment, prevent was and would not further happen anymore, it, the threat by Indeed, there was no of that. assurance Lancet. when May Knowles left inASI he

expressed to that he by would abide [48] Defendants also appeal contend on Agreement, but near the end inappropriate, through employ- its based on a lack Day notice to learned — by ees and receiving an email intended for Lancet, since not give Day ASI did recruiting HWC—of the ef- copy Lancet a respective their Agree- forts. In issuing injunction, the trial ments when either them left ASI’s em- expressly ployment, issued conclusions re- nor did ASI remind either of gard to credibility its them they signed determinations. As Agree- had such an Lancet, ment, years trial court prior stated: were bound non-solicitation provisions.20 Appel-

This Court following finds wit- lants’ Br. at 29-33. Their argument were not nesses credible at they all as grounded in ie., equitable principles,21 “he in previous lied testimony state- who equity, seeks must equity” do they ments they admitted lied or/and they that, here, argue “ASI’s affirmative deceptive were purpose- others provide choice not to notice should bar fully: addition, Lancet and Sparks. from securing injunctive r.elief[.]” HWC it was judging clear the court after 32; Br, Reply Br. at (Lancet their Sparks) demeanor and content of testimony their i[t]

not credible and should not be relied (cid:127) In this case, evidence was present- upon by this Court. to support ed the trial court’s determina- argu- 20. Defendants assert why a lack-of-notice' duly "This case reveals such a of notice (cid:127) Day only. ment as to and Lancet See HWC required.”). response, should be *18 ASI ar- In Thus, Appellants’ any argument Br. at 29-33. gued recognized duty that Indiana has not a that Knowles lacked notice of the non-solicita- employers upon employees to either remind aspect Agreement tion of the Knowles they signed that had a restrictive covenant or 46(A)(8). Appellate waived. Ind. Rule provide copy upon them with a of it their Defendants, departure. in their Reply Brief Appellants’ Brief, In their Defendants ar- explain they asking that are not the court to gued duty provide that "ASI had a notice rather, recognize duty; they a tort new are were, :.. what those and then restraints proposing employer that before an can secure prove that the restraints were reasonable. injunctive through equita- relief a trial court’s 31,’ ASI did not.” HWC Br. at see powers, employer ble provide the must notice ("This yet also id. 29 Court has not ad- employee the the limitations of an exist- employer dressed whether an has an affirma- ing Reply restrictive covenant. HWC duty provide 25 employee a Br. tive former with a Thus, copy analysis n. 10. we do duty of or a not make reminder notice of a restrictive signed by employee[,]” covenant the our decision. 882 court’s through

tions that the efforts “To the extent the decision trial Day, and Lancet solicited re- interpretation,” turned contract the cruited, soliciting in the assisted standard is de novo. Id. at 1142. review were bound recruiting make through outside email servers. From this Furthermore, Knowles, Day, and other tential Discussions curred, candidates the some at evidence, by were reasonable the trial court was non-solicitation restrictions. restaurants, homes, employees. had, were Lancet knew the trial court could and interviews oc- made inference and shared. Lists of precluded they po- Appellants’ App. at violation: following began to contained a 24-month [ASI] [Knowles] Here, extension run ceases to manner the Knowles “from clause in the case of a 135, whatsoever[.]” provide the restriction, 137. Section time at contained services Agreement which which 9(i) enforcing provisions non- any of Employee In the event violates agreements through prelimi- a solicitation non-competition contained covenants nary injunction Day because and Lancet 9, of all non- this Section the duration signing stated that not remember did (and competition covenants the Restrict- Indeed, such documents. the trial court Period) automatically Time shall ed expressly found that it not deem them did length of during extended time credible trial witnesses. The court did not Employee in violation of such issuing injunc- abuse its discretion covenant, to, including, but limited enjoining violating Defendants equal period time an extension provisions the non-solicitation of their re- Employee’s from the vio- date first spective Agreements. injunction lation until is entered Injunction

III. Dissolution of the enjoining such violation. when Knowles refuse to for an abuse of review a trial court’s decision to dissolve or filed motion provisions guing dissolve the enforcement agreed that the ended on dissolve of the Knowles toas Knowles with Knowles effective 24-month left discretion. asking May ASI on preliminary injunction April May the trial court to restriction Agreement, 2016, Gilmer v. Bd. the restrictive May 2016. We dissolved began trial ar Kuntz v. voluntarily signed, try from Knowles’s first violation until the en urged that Id. at 137 for the trial court to dissolve the of the [52] ASI May of an non-compete by tolled the time 14, 2016, EVI, LLC, (emphasis injunction. Knowles, Indiana case opposed Agreement, arguing contained added).' period by extending the amount of time N.E.2d law, which Knowles Section specifically injunction however, request (Ind. 9(j) Ct.App.2013), precludes a court from Cnty., Marshall 428 N.E.2d of Comm’rs of extending. non-compete the duration of a (Ind.Ct.App.1981). “To the ex through preliminary injunction. Agree tent required that the trial court was *19 ing Kuntz, relying' with Knowles and on respect proper find facts with to what the trial court in the this case found that “the length be,” injunction the should we preliminary injunction cannot apply be “the traditional deferential extended standard review where facts because do so would violate the purpose have been found.” Evans, Grp. injunction Fin. v. preliminary Ltd. 795 of a as stated in Oxford 1135, N.E.2d 1141 — 42 (Ind.Ct.App.2003). Kuntz and so it must be dissolved [as Yol, Appellant’s 977, ASI’s II Knowles].” (Ind.Ct.App.1996)). The Kuntz agree. at 22. We explained that the last uncontested Kuntz, Kuntz owned and oper- position of the parties was the non-com- pete agreement itas prior litiga- existed business, Hare, which he ated sold JS tion, which was deal, enforceable until October part signed and as of the he a cove- 7, 2014, 12,2011. compete nant not to and the extension of the non- December provided, It part: relevant compete beyond 7, the October 2014 end purposes

For Agreement, “premature “Non- date was at this stage of the compete Period” period shall mean the litigation goes beyond the purpose of begins that on the of this effective date preliminary injunction.” the Id. Agreement 7, and ends on October Any court-ordered extension the Non 2014, except “Non-Compete that the compete Agreement [-] appro- would by Period” shall be extended the dura- priate only after a full examination of any by tion of [Kuntz] violation of the the case on the merits and a final deter- terms of Paragraph Agreement. 2 of this mination that a violation occurred. added). 999 N.E.2d at 428 (emphasis Therefore, we conclude that the trial Eventually, JS Hare the sold business court abused its by discretion extending EVI, LLC, which at point suspected some the duration of compete the Non [-]

that Kuntz was violating non-compete. the Agreement part of preliminary as the suit, granted EVI filed and the trial court injunction. a preliminary injunction on December 2012. The trial court granted EVTs re- Id.

2012 and continued until December non-compete) until ber that Kuntz’s commenced around quest to an additional extend the (the violations eight stated June preliminary injunction months, beginning April 7, 2015, “end” non-compete date of from Octo- explaining the Agreement, entry extension contain argues of a preliminary injunction: the seeks to that, agreement non-compete unlike the Knowles distinguish contemplated Kuntz did upon the Kuntz “The junction when the trial court versed, concluding violating the non-compete. Id. at 432. based extend the terms its On decision appeal, not an appropriate that a re- the Kuntz court enjoined a non-compete. recognized preliminary Kuntz from vehicle to pur- in- It whether the by Kuntz extended as However, the court.” ASI period of [a]greement simply provided we are not ‘shall be extended violation’ and “was silent on part non-compete period of an Appellant’s ” persuaded by Br. the dura- that this could be entered at 25. distinction makes a difference. The non- pose preliminary of a injunction, which is: “ compete agreements both in present ‘to preserve the status quo existed contemplated case and the case Kuntz a controversy, before pending a full deter- ” by will be extended the duration of mination on dispute.’ the merits of the Id. length -violationand of time the Daniels, (quoting v. 908 N.E.2d Stoffel find, employee violation. We as did (Ind.Ct.App.2009)). And “[t]he court, the trial ‘last, actual, directly appli- Kuntz is quo status peaceful is the precluded cable preceded non-contested status which court from 9(i) pending controversy.’” (quoting applying Id. N. the Section extension provi- Dozier, Ind. Pub. Serv. Co. v. sion of 674 N.E.2d the Knowles at this *20 interaction with 2014 that Knowles had of litigation.22 stage the of ASI had reverse ed, topped obtaining deceptive the the trial court’s position that argued, conduct, dissolution not obtaining Lastly, ASI asks us equitably estopped should be the of determination dissolution trial the equitably es- court due injunction. reject of from that the his to ASI clients ASI tember least that address, sent an email to Knowles’s edge sufficient were involved ASI failed Tolle. ASI at events We discovered when agree equitably establish in the recruitment Sparks with that outings. estop lack the old ASI inadvertently Knowles and trial of knowl- email court of Sep- on his Further- proceeding motion. claiming injunction. party equitable The more, regard to second third (1) the of its knowl must show lack estoppel equitable inquiry, estoppel of as to the edge knowledge prongs of the means (2) upon e., in of the question, upon party facts its reliance the conduct' the i reliance (3) party estopped, of the the conduct thereon of such estopped, and action based thereon of such character preju- action based change position his a character as prejudicially. change position Mon sentence, his stating one dicially, ASI offers Summers, 849 Corp. Inv. v. ey Store representation that it relied (Ind.2006). case, In this N.E.2d .honor his restrictive cove- that he would Appellant’s App. ASI did the trial court determined tion of his reveals the had early as edge” element determine whether [57] With application means knowledge that Knowles was that, although not May of Non-Compete Non-Compete Agreement as meet regard to obtaining Vol. equitable 2014[,]” concluding Knowles was II at inquiry, three ASI the “lack such that “ASI either 24. estoppel. may not that knowledge requirements We of knowl ASI had in in viola record agree, viola have ASI that ASI ASI was nants granted Knowles’s not action based court did statement does satisfy equitable preliminary Appellant’s “and Affirmed. prejudiced, the second did abuse estoppel on those not not - Br. motion and dissolved its take immediate explain and we and third inquiry. discretion representations.” in This find what prongs May when general it legal does way it of the the extent known violations May Agreement, it was aware in ROBB, J., concurs. for com Knowles went work

2014 that BAKER, J., separate concurs petitor aware at least opinion. during three instances summer four may enforceable to be extend one other extension clause observes “at that least injunction. analyzed non-compete preliminaty via a reported the extension Indiana case recognized present case The trial non-compete of the of a clause with- duration conclusions, findings finding per holding se its extension clauses are out Oxford relevant, unenforceable,” determined that namely, it was but Financial Oxford Evans, (Ind. Appellant’s App, it” ASI Group, overruled 795 N.E.2d Ltd. v. "Kuntz Br, controls; agree Appellant's 21-22. We too Ct.App.2003). at 27. Kuntz recently spoke argues decided and was mote more that because the court did Oxford To directly the extent simply per to the issue hand. extension clauses are se state that ' and, rather, despite as valid engaged "ex- could viewed unenforceable an Oxford decision, clause, respectfully decline to analysis” we of the extension we tensive Kuntz that, circumstances, right it. follow can infer

BAKER, Judge, concurring; I am compelled concur fully Mark VINUP, Appellant-Plaintiff, I majority opinion, sepa- with the but write v. rately my to voice concerns about serious breadth clause two extreme CONSTRUCTION, JOE’S LLC and Joe provision Agree- relevant in the Knowles Getz, Appellees-Defendants, may ment. not “soli- Specifically, Knowles

cit or custom- communicate with such selling,

ers for purpose providing, Property-Owners Company, Insurance attempting assisting provide, sell or any person Appellee-Plaintiff, provi- the sale of, any sion Competing Products/Ser- v. Appellant’s App. p. vices[.]” HWC 135-37 added). (emphasis person To tell a who Construction, Joe’s LLC and Joe may works com- in sales that he even Getz, Appellees-Defendants. past potential municate with clients tois proverbial take away his and butter. bread No. 58A04-1602-CT-502. may longer

He no schmooze. That is far Court of Appeals Indiana. comfortably

too draconian sit me. case, farther, And in it goes step Nov. potential past because clients are government employees, all it takes overly

even farther into an restrictive

realm. largely

[60] We have moved as a soci-

ety economy goods from an to an econo-

my of services. The disfavor with which

this State views covenants restrictive view, heightened,

should my be where irreparable harm purported be cannot

quantified always is almost —which

case is the when services

that is the heart of a restrictive cove- circumstances,

nant. Under I these be- only

lieve restrictive cov- narrowest enforceable, I

enants should and do

believe of the Knowles that clause two the current qualifies.23 With caselaw, however, compelled

state of I am majority fully opinion. concur I poaching employ- no whatsoever about employees have reservations drafting provisions enforcement ees to work for agreements prohibiting in these former ASI notes Knowles, Day, "acting and Lancet person conspiracy with” concert