THE TWENTY FOUR COLLECTION, INC., APPELLANT,
v.
KAREN KELLER, APPELLEE
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Twenty Four Collection appeals a trial court judgment that refused to enforce a non-compete agreement against former employee Karen Keller, who went to work for a competitor. The appellate court reversed, holding that valid non-compete agreements meeting statutory requirements must be enforced according to their terms, and the trial court lacked authority to rewrite the contract based on equitable considerations.
The court held that a valid non-compete agreement meeting statutory requirements must be enforced according to its terms. A trial court lacks authority to refuse enforcement or rewrite the contract based on equitable grounds such as the burden on the employee. The only authority courts possess is to determine whether the agreement's time and area limitations are reasonable.
[1] A court cannot refuse to enforce a non-compete agreement based on a finding that enforcement would impose an unjust or overly burdensome result on the employee.
[2] The reasonableness of time and area limitations are the only factors a court may consider when determining the enforceability of a non-compete agreement, absent an overri…
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“Absent any overriding public interest in having the restricted employee's services available to it, and we find none present here, the guidelines to be followed in enforcing any such contract are reasonableness as to time and as to area.”
Establishes the only basis courts may use to refuse or modify non-compete agreements—reviewing the reasonableness of time and area limitations, not equitable hardship.
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Join FLexlaw to unlock all legal intelligenceKaren Keller was hired as a buyer for Twenty Four Collection in June 1977 and signed an employment and non-competition agreement restricting her from …
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SCHWARTZ, Judge.
On June 18,1977, Karen Keller was hired as a buyer for the Twenty Four Collection, Inc., which operates several South Florida retail stores selling expensive women’s clothing. At that time the parties executed an employment and non-competition agreement which provided that:
In the event of the termination, voluntarily or involuntarily, of the undersigned’s employment with the EMPLOYER, for any reason, then for a period of two (2) years from the date of said termination, the undersigned employee will not engage, in any capacity, directly or indirectly, in or be employed by any business in Dade, Broward or Palm Beach Counties, Florida, similar to the kind or nature of business conducted by the EMPLOYER during the employment, [e. s.]
In December, 1978, Ms. Keller was discharged by 24 Collection. The next month, she went to work in the same capacity for A. Jones, Inc., d/b/a “Cache,” which is not only engaged in the same business but is 24’s primary competitor in the area. 24 then brought this action against Keller for an injunction precluding her employment with Cache and enforcing the terms of the non-compete contract. After a trial which disclosed the facts which have been outlined, the trial court entered a judgment against the plaintiff which held that the defendant “is not precluded in any way from working for CACHE;” the judgment, however, continued until February, 1981 the terms of an earlier temporary order restraining Ms. Keller from dealing with several named suppliers of 24, with whom she had developed personal relationships while she was employed there, or with any of its former customers. These rulings were based on a sort of “balancing the equities” process in which the chancellor sought to avoid the allegedly harsh result of enforcing the contract against Ms. Keller by depriving her of her desired employment, while protecting what her counsel describes as 24’s “legitimate competitive concerns.” 24 Collection appeals from the refusal to enforce the agreement as written so as to preclude Keller’s employment with a competitor. We agree with its position and reverse.
The non-competitive agreement in question is specifically validated by Section 542.12(2), Florida Statutes (1977) which states, in language which is virtually tracked by the provision before us, that one who is employed as an agent or employee may agree with his employer, to refrain from carrying on or engaging in a similar business and from soliciting old customers of such employer within a reasonably limited time and area, ... so long as such employer continues to carry on a like business therein. Said agreements may, in the discretion of a court of competent jurisdiction, be enforced by injunction. [e. s.]
There is no doubt either of the applicability of the statute nor the enforceability of agreements which come within its terms. Miller Mechanical, Inc. v. Ruth, 300 So. 2d 11 (Fla.1974); Capelouto v. Orkin Exterminating Co. of Fla., 183 So. 2d 532 (Fla.1966), appeal dismissed, 385 U.S. 11, 87 S.Ct. 78,17 L.Ed.2d 10 (1966). Furthermore, it is established law that a court is not empowered to refuse to give effect to such a contract on the basis of a finding, as was the case below, that enforcement of its terms would produce an “unjust result” in the form of an overly burdensome effect upon the employee. We specifically so held in Barco Chemicals Division, Inc. v. Colten, 296 So. 2d 649 (Fla. 3d DCA 1974). Accord, Empiregas, Inc., of Pensacola v. Thomas, 359 So. 2d 15 (Fla. 1st DCA 1978), dismissed, 364 So. 2d 893 (Fla.1978); Royal Services, Inc. v. Williams, 334 So. 2d 154 (Fla. 3d DCA 1976); Foster and Company, Inc. v. Snodgrass, 333 So. 2d 521 (Fla. 2d DCA 1976); Storz Broadcasting Co. v. Courtney, 178 So. 2d 40 (Fla. 3d DCA 1965), cert. denied, 188 So. 2d 315 (Fla.1966); Atlas Travel Service, Inc. v. Morelly, 98 So. 2d 816 (Fla. 1st DCA 1957). The only authority the court possesses over the terms of a non-competitive agreement is to determine, as the statute provides, the reasonableness of its time and area limitations. E. g., American Building Maintenance Co. of Oakland v. Fogelman, 167 So. 2d 791 (Fla. 3d DCA 1964). As the supreme court made clear in the Capelouto case, supra, 183 So. 2d at 534:
Absent any overriding public interest in having the restricted employee’s services available to it, and we find none present here, the guidelines to be followed in enforcing any such contract are reasonableness as to time and as to area. [e. s.]
Moreover, Ms. Keller’s acknowledged employment by a competitor should be enjoined even if she is not or is precluded from soliciting former customers or dealing with former suppliers of the appellant. In Answer All Telephone Secretarial Service, Inc. v. Call 24 Inc., 381 So. 2d 281, 282-83 (Fla. 5th DCA 1980), the fifth district correctly stated, through Judge Sharp:
The injuries which may be suffered by an employer when a former employee departs and commences work for a business rival stem not only from solicitation of old customers, but use in a rival business of procedures, methods, trade practices, trade secrets and the like. The two may coincide; or one may occur without the other, as in this case. Solicitation is not essential to bring the non-compete contract within the statute, and assuming the contract is reasonable as to time and area (issues not raised in this appeal, and not addressed by this Court) the contracts are enforceable. See Capelouto v. Orkin Exterminating Co. of Florida, 183 So. 2d 532 (Fla.1966); Royal Services, Inc. v. Williams, 334 So. 2d 154 (Fla. 3d DCA 1976); Storz Broadcasting Co. v. Courtney, 178 So. 2d 40 (Fla. 3d DCA 1965).
We therefore find no basis in the law for the ruling below which, while obviously well-motivated, amounted simply to rewriting a duly-executed and valid contract so as to relieve one of the parties of its burdens. Such a result may no more be permitted in the case of an agreement of this kind than any other. Home Development Company of St. Petersburg v. Bursani, 178 So. 2d 113 (Fla.1965); Steiner v. Physicians Protective Trust Fund, 388 So. 2d 1064 (Fla.3d DCA 1980). Since Ms. Keller agreed not to work for a competitor after she left 24 Collection, she must be held to that undertaking.
For these reasons, the judgment below is reversed and the cause remanded with directions to enjoin the appellee from a violation of the non-competition agreement. Since it does not appar that the reasonableness of the two year-three county limitation provision has yet been determined below, the issue should be considered after remand.1 See, e. g., Foster and Company, Inc. v. Snodgrass, supra. In the light of the history of this case, we also deem it appropriate to leave the determination of the injunction’s commencement date initially to the discretion of the trial court. See, Uni-Chem Corp. of Florida, Inc. v. Maret, 338 So. 2d 885, 887 (Fla. 3d DCA 1976).
Reversed and remanded, with directions.
. The issue should be decided in the light of such cases as Capelouto, supra, and Maimone v. Wackenhut Corp., 329 So. 2d 332 (Fla. 3d DCA 1976), cert. denied, 342 So. 2d 1102 (Fla. 1977).
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Jaffee v. Jaffee, 394 So. 2d 443 (Fla. 3d DCA 1981)…its burdens and deprive the other of its benefits.5 But, as we have said recently in another context, courts simply do not possess any such authority, in the case of an agreement of this type or of any other. Twenty Four Collection, Inc. v. Keller, 389 So. 2d 1062 (Fla. 3d DCA 1980). The appellee contends that the effect of this holding will be to encourage his ex-wife to rely upon him for a lifetime, rather than to engage in the remunerative work of which she is capable. The primary answer to this argument…
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Hapney v. Cent. Garage, Inc., 579 So. 2d 127 (Fla. 2d DCA 1991)…ier Business Products, 466 So. 2d 212 (Fla.1985). The court may not refuse to give effect to a valid noncom-petition agreement on the ground that enforcement would have an overly burdensome effect on employee. Twenty Four Collection, Inc. v. Keller, 389 So. 2d 1062 (Fla. 3d DCA 1980). The only authority the court possesses over the terms of a noncompetition agreement is to determine reasonableness of the time and area limitations. Id. The court is not empowered to rewrite a valid non-competition agreement. Id.…1 / 2
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Keller v. The Twenty-Four Collection, Inc., 419 So. 2d 1048 (Fla. 1982)…to me that a trial judge is prohibited from considering an “unjust result” when determining whether injunctive relief is appropriate. This was nonetheless the holding of the Third District Court of Appeal. See Twenty-Four Collection, Inc. v. Keller, 389 So. 2d 1062 (Fla. 3d DCA 1980). The uncontroverted facts demonstrate the inequity of the district court’s decision. They reflect that Ms. Keller was an experienced buyer of very specialized and expensive women’s wearing apparel. Her employer, Twenty-Four Colle…
Previewing 3 of 19 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited (17 total)
- Reuben Capelouto v. Orkin Exterminating Co. OF Fla., Inc., 183 So. 2d 532 (Fla. 1966)
- Miller Mech., Inc. v. Ruth, 300 So. 2d 11 (Fla. 1974)
- Home Dev. Co. OF ST. Petersburg, Inc. v. Bursani, 178 So. 2d 113 (Fla. 1965)
- Atlas Travel Serv., Inc. v. Morelly, 98 So. 2d 816 (Fla. 1st DCA 1957)
- Storz Broad. Co. v. Courtney, 178 So. 2d 40 (Fla. 3d DCA 1965)
- Capelouto v. Orkin Exterminating Co. of Fla., Inc., 385 U.S. 11 (U.S. 1966)
- Uni-Chem Corp. OF Fla., Inc. v. Maret, 338 So. 2d 885 (Fla. 3d DCA 1976)
- Steiner v. Physicians Protective Tr. Fund, 388 So. 2d 1064 (Fla. 3d DCA 1980)
- The Am. Bldg. Maint. Co. OF Oakland v. Fogelman, 167 So. 2d 791 (Fla. 3d DCA 1964)
- Foster & Co., Inc. v. Snodgrass, 333 So. 2d 521 (Fla. 2d DCA 1976)