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Regions Insurance, Inc. v. Hanback

United States District Court, M.D. Tennessee, Nashville Division

September 20, 2017

REGIONS INSURANCE, INC., Plaintiff
v.
BEN R. HANBACK, Defendant

          MEMORANDUM

          ALETA A. TRAUGER, UNITED STATES DISTRICT JUDGE.

         Pending before the court is Defendant's Motion for Summary Judgment (Docket No. 40). Plaintiff has filed a Response (Docket No. 46), and Defendant has filed a Reply (Docket No. 56). Plaintiff filed a Supplement to its Response (Docket No. 61), and Defendant filed a Sur-Reply (Docket No. 65). For the reasons stated herein, Defendant's Motion is DENIED.

         BACKGROUND

         Plaintiff Regions Insurance (“Regions”) is a licensed insurance brokerage business, and Defendant Ben Hanback is a former employee of Regions. On October 30, 2013, Regions and Hanback entered into an Account Transfer Agreement, through which Regions purchased all of the customer accounts, insurance relationships and customer information belonging to Hanback's company, Hanback Group, LLC.[1] At the same time and as a condition precedent to the Account Transfer Agreement, Hanback and Regions entered into a Producer Employment Agreement whereby Regions employed Hanback as a full-time insurance producer or agent.

         On February 17, 2016, Hanback terminated his employment with Regions and, according to the First Amended Complaint, breached the Producer Employment Agreement. Hanback went to work for Aon Risk Solutions, another insurance brokerage company. Regions has sued Hanback for breach of contract and breach of the common law duty of loyalty.

         THE CONTRACTS

         The Producer Employment Agreement (“PEA”) provides, among other things, that:

The employment of Producer [Hanback] shall be for a period of three (3) years beginning November 1, 2013 and ending October 31, 2016 (“Original Term”) with the understanding that Producer's employment with Regions Insurance on and after November 1, 2016, will be at-will and not for any specific period of time and either party to this Agreement may terminate the employment relationship created by this Agreement upon thirty (30) days notice and for any reason.

         Docket No. 1-2 at ¶ 4.

         The PEA also provides that:

During the Original Term, Regions Insurance may terminate Producer's employment and this Agreement at any time For Cause, as hereinafter defined. After November 1, 2016, either party may terminate this Agreement and Producer's employment with Regions Insurance at any time for any reason.

         Docket No. 1-2 at ¶ 5.

         Under the PEA, Hanback agreed that:

Producer shall devote Producer's full time to the business of Regions Insurance, and Producer shall exert Producer's best efforts in obtaining new and in maintaining existing insurance business for the exclusive use and benefit of Regions Insurance.

         Docket No. 1-2 at ¶ 3.

         With regard to confidential information (a term that is defined in the PEA), the PEA states:

Producer agrees, during his employment and thereafter for so long as the Confidential Information remains confidential, not to disclose to any third person or allow or make any disclosure of any Confidential Information and/or Personal Information, unless required to do so by law, and then only after giving Regions Insurance ten (10) business days written notice as provided for in this Agreement before such disclosure.

         Docket No. 1-2 at ¶ 7.

         The Account Transfer Agreement (“ATA”) includes, among other things, certain Restrictive Covenants in which Hanback and Hanback Group agree not to, directly or indirectly, solicit any accounts transferred under the ATA (“Transferred Accounts”); service or place insurance on behalf of any Transferred Account; refer any Transferred Account to another insurance agency or broker; or otherwise interfere with or disrupt the business or contractual relationship between Regions Insurance and any Transferred Account. Docket No. 1-1 at ¶ 11(a). Hanback and Hanback Group also agreed not to solicit the employment of any Regions Insurance employee or otherwise interfere with or disrupt the relationship between Regions and Hanback. Id. at ¶ 11(b).

         MOTIONS FOR SUMMARY JUDGMENT

         Summary judgment is appropriate where there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); Pennington v. State Farm Mut. Automobile Ins. Co., 553 F.3d 447, 450 (6th Cir. 2009). The party bringing the summary judgment motion has the initial burden of informing the Court of the basis for its motion and identifying portions of the record that demonstrate the absence of a genuine dispute over material facts. Rodgers v. Banks, 344 F.3d 587, 595 (6th Cir. 2003). The moving party may satisfy this burden by presenting affirmative evidence that negates an element of the non-moving party's claim or by demonstrating an absence of evidence to support the nonmoving party's case. Id.

         In deciding a motion for summary judgment, the Court must review all the evidence, facts and inferences in the light most favorable to the nonmoving party. Van Gorder v. Grand TrunkWestern Railroad, Inc., 509 F.3d 265, 268 (6th Cir. 2007). The Court does not, however, weigh the evidence, judge the credibility of witnesses, or determine the truth of the matter. Anderson v. Liberty Lobby, Inc.,477 U.S. 242, 249 (1986). The Court determines whether sufficient evidence has been presented to make the issue of fact a proper jury question. Id. The mere existence of a scintilla of evidence in support of the nonmoving party's position ...


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