United States District Court, M.D. Tennessee, Nashville Division
A. TRAUGER, UNITED STATES DISTRICT JUDGE.
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
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. 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.
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.
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.
No. 1-2 at ¶ 4.
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.
No. 1-2 at ¶ 5.
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.
No. 1-2 at ¶ 3.
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
No. 1-2 at ¶ 7.
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).
FOR SUMMARY JUDGMENT
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.
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 ...