United States District Court, W.D. Tennessee, Western Division
EDWARDS MOVING & RIGGING, INC., a Kentucky Corporation, Plaintiff,
JOSH LACK, an individual, and BARNHART CRANE AND RIGGING COMPANY, INC., a Delaware Corporation, Defendants.
ORDER GRANTING PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT; AND DENYING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
JON P. McCALLA, District Judge.
Before the Court are Plaintiff's Motion for Summary Judgment (ECF No. 60) and Defendant's Motion for Summary Judgment (ECF No. 64). For the reasons that follow, Plaintiff's Motion is GRANTED and Defendant's Motion is DENIED.
A. Procedural Background
Plaintiff filed its Complaint on February 10, 2014 (ECF No. 1), and a Motion for Temporary Restraining Order ("TRO") and Preliminary Injunction on February 28, 2014 (ECF No. 11). The Court granted the TRO on March 5, 2014. (ECF No. 20.) The Court enjoined Lack from continuing employment at Barnhart until a determination in this case was ultimately made. (Id. at 8.) Lack and Barnhart filed their respective Answers to the Complaint on March 25, 2014. (ECF Nos. 27, 28.)
Following two extensions of the TRO (ECF Nos. 30, 37), the Court entered an agreed Permanent Injunction as between Edwards and Lack on May 7, 2014. (ECF No. 50.) The agreed injunction restrains Lack from working on any "rigging and/or heavy hauling projects/assignments that are in the bidding or pre-award phases" until March 5, 2016. (Id.)
Edwards filed an Amended Complaint on July 18, 2014 (1st Am. Compl., ECF No. 57), and Barnhart answered on August 14, 2014 (Answer to 1st Am. Compl., ECF No. 58).
Edwards filed its Motion for Summary Judgment on January 12, 2015. (ECF No. 60.) Barnhart responded on February 12, 2015. (ECF No. 67.) Edwards filed a reply brief on February 27, 2015. (ECF No. 79.)
Barnhart filed its Motion for Summary Judgment on January 16, 2015. (ECF No. 64.) Edwards responded on February 16, 2015. (ECF No. 72.) Barnhart filed its reply brief on March 4, 2015. (ECF No. 81.)
The Court held a hearing on the motions for summary judgment on April 3, 2015. (Minute Entry, ECF No. 90.) With leave of Court, Edwards filed a Supplemental Brief Regarding Consequential Damages on April 8, 2015. (ECF No. 86.) Barnhart responded on April 10, 2015. (ECF No. 87.) Edwards filed a reply on April 27, 2015. (ECF No. 92.)
B. Factual Background
Edwards Moving & Rigging, Inc. ("Edwards") is a business that specializes in "the transportation and lifting of heavy and oversized equipment in the power generation, petro chemical, automotive, manufacturing, nuclear, and construction markets throughout [the] United States." (1st Am. Compl. ¶ 6.) Edwards describes its market area as the whole United States. (Id. ¶ 7.)
Edwards hired Josh Lack on or about September 16, 2009. (Id. ¶ 8.) Also on or about September 16, 2009, Lack and Edwards entered into an agreement that included non-competition, non-solicitation, and non-disclosure clauses. (1st Am. Compl. ¶ 11; ECF No. 62-4.) The non-compete section of the contract states the following:
A. Non-Competition. Employee agrees that while Employee is employed by Employer and during a period of two (2) years immediately following the termination of his employment with the Employer for any reason whatsoever, (the Term), he shall not, within Employer's market area, (the "Territory"), engage in any of the following activities:
(1) Directly or indirectly enter into the employ of or render any service to or act in concert with any person, partnership, corporation or other entity engaged in rendering any service being conducted or rendered by Employer at the time of the termination; or
(2) Directly or indirectly engage in any such competitive business or render any such service on his own account; or
(3) Become interested in any such competitive business or service directly or indirectly as an individual, partner, member, director, officer, principal, agent, employee, or creditor.
(ECF No 62-4 at 1, PageID 428.) The contract includes a choice-of-law clause, which states that the agreement "shall be construed under and governed by the laws of the Commonwealth of Kentucky, excluding ...