Former Employee Not In Violation Of Non-Solicitation Provision

A U.S. District Court judge has denied an employer’s request for an injunction prohibiting former employee from soliciting their employees, finding the fact that the employee is planning to work for a competitor and spoke with one of the company’s employees about whether they were considering a job with the same competitor was not sufficient to demonstrate a violation of the non-solicitation clause.

United States District Court, District of Massachusetts

SUMMARY: (court decision – opens in PDF)

“Plaintiff Parexel International LLC (‘Parexel’) moves for a preliminary injunction pursuant to Federal Rule of Civil Procedure 65. … Parexel seeks to prevent the irreparable harm it alleges that Defendants Signant Health Holding Corp., Signant Health LLC, Signant Health Global LLC, (together ‘Signant’), Ruben Ceballos, and Katherine Trainor are causing to their business. …

“Plaintiff asserts that they have a likelihood of success on their claims that (1) Ceballos and Trainor breached their contracts; (2) that Signant tortiously interfered with Ceballos’ [key employee agreement (KEA)] and Trainor’s KEA; (3) and that Defendants violated the Defend Trade Secrets Act (‘DTSA’), 18 U.S.C. §1836 et seq., and the Massachusetts Uniform Trade Secrets Act (‘MUTSA’), Mass. Gen. Laws ch. 93, §42 et seq. …

“Trainor’s contract requires that, for the 12 months that follow her termination, she may not ‘directly or indirectly, solicit, hire, offer employment to, or in any manner encourage employees of the Company to leave employment with Parexel or otherwise violate their obligations to the Company.’ … Parexel argues that Trainor violated her agreement by inducing Ceballos to leave Parexel and join Signant. …

“Plaintiff has not met its burden establishing a likelihood of success on the merits for their breach of contract claim against Trainor. The sum total of facts available to the Court does not, as of yet, demonstrate that Trainor violated the non-solicitation provision of her employment agreement. “… The fact that an employee planning to work for a competitor has a conversation with another employee about whether they were considering a job with that same competitor, and that employee also later joins the competitor, is not sufficient to demonstrate a violation of a non-solicitation clause in an employment contract. …

“Additionally, the available facts do not show that Trainor indirectly violated her obligation not to solicit, hire, offer employment to, or encourage Ceballos to leave employment with Parexel or otherwise violate his obligations to the Company. Trainor did recommend Ceballos as a candidate in a message sent to the recruiter at Signant, but this message was directed only internally within Signant and not towards Ceballos. … The facts do not yet demonstrate that she encouraged him, directly or indirectly, to leave Parexel or to come to Signant. Ceballos may not have been aware of her recommendation at all. This does not establish Ceballos was induced to leave his position at Parexel as a result of the recommendation.

“This, combined with the fact that she likely played no role in the hiring process, suggests that she played no role in offering Ceballos employment or encouraging him to leave Parexel. Thus, the available facts indicate that she had the separation necessary to abide by her non-solicitation agreement.”



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