HARDEN & ASSOCIATES, INC., APPELLANT,
v.
MICHAEL E. HALL, APPELLEE
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Harden & Associates appealed a trial court judgment finding that former employee Michael Hall did not breach anti-solicitation provisions in his employment agreement. The court affirmed, holding that the contractual prohibitions required proof of Hall's proactive solicitation or affirmative acts causing clients to leave, not merely his work for a competitor after clients voluntarily departed.
The court held that the anti-solicitation provisions prohibit only proactive steps on behalf of the competitor to obtain Harden clients, not the mere act of working for a competitor when clients voluntarily migrate their business without the employee's solicitation. Hall did not breach the agreement because he did not solicit any business or take affirmative acts causing clients to leave.
[1] An appellate court will affirm a trial court's judgment if competent substantial evidence supports the trial court's findings.
[2] Contractual provisions prohibiting an employee from soliciting clients of a former employer are interpreted to prohibit only proactive steps to obtain clients, not the pe…
Previewing 2 of 3 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“the prohibition of 'any act' should be read to proscribe Hall's performance of any work at Powell for clients with whom Hall worked at Harden and who voluntarily and without Hall's solicitation moved insurance business to Powell”
States Harden's interpretation of the contract, which the trial court rejected
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceHall was employed by Harden & Associates, an insurance agency. After leaving to work for competitor Cecil W. Powell & Company, at least one of Harden'…
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[*692] PER CURIAM.
Harden & Associates, Inc., a Jacksonville insurance agency and consulting firm, appeals a final judgment ruling that appel-lee, Michael E. Hall, a former employee of Harden, had not breached the anti-solicitation provisions of his employment agreement with Harden. Because competent substantial evidence supports the trial court’s findings, we affirm.
Harden sought an injunction and damages against Hall after he left Harden’s employment to work for a competitor, Cecil W. Powell & Company, and at least one substantial client of Harden then moved its insurance accounts to Powell. Under the contractual provisions which are the subject of this action, Hall agreed that he (a) would “not solicit, contact or entice a client of [Harden] to (i) terminate its use of [Harden’s] services ... and/or (ii) make use of services” of a competitor and (b), with respect to Harden’s clients with whom Hall “has participated ... within 12 months of termination of employment [with Harden] in discussions or negotiations ... regarding services,” would “not ... do any act that will cause the client to make use of services of’ a competitor.1 Harden argued below and argues on appeal that the prohibition of “any act” should be read to proscribe Hall’s performance of any work at Powell for clients with whom Hall worked at Harden and who voluntarily and without Hall’s solicitation moved insurance business to Powell.
The trial court rejected Harden’s reading of the agreement and interpreted the provisions as prohibiting Hall only from taking proactive steps on behalf of Powell to obtain Harden clients. See J.K.R., Inc. v. Triple Check Tax Service, Inc., 736 So. 2d 43, 44 (Fla. 1st DCA 1999).
After trial, in a detailed and well-reasoned order, the trial court denied Harden relief, finding that “[Hall] did not solicit any business of [Harden’s] former clients and did no act which caused former clients to leave [Harden].” The facts below are in conflict and the evidence before the trial court could have been the subject of varying inferences. Nevertheless, as the Florida Supreme Court has explained
[i]t is not the function of the appellate court to substitute its judgment for that of the trial court through re-evaluation of the testimony and evidence from the record on appeal before it. The test ... is whether the judgment of the trial court is supported by competent evidence.
Shaw v. Shaw, 334 So. 2d 13, 16 (Fla.1976). We agree with the trial court’s interpretation of the contractual provisions and find that the record here contains competent, substantial evidence supporting the trial court’s findings. Accordingly, we AFFIRM.
ERVIN, VAN NORTWICK AND BROWNING, JJ., CONCUR. . In their entirely, paragraphs 9(b) and (c) of the subject employment agreement provide, as follows:
(b) While employed by Employer and for the three year period following termination of Employee’s employment hereunder, Employee agrees that he will not solicit, contact, or entice a client of Employer to (i) terminate its use of Employer’s services and/or products, and/or (ii) make use of services of an existing or forming company that is or may be in competition with the Employer whereby such services would be directly, materially or substantially related to services existing with Employer. (c) If the Employee has participated, or participates within 12 months of termination of employment, with the Employer in discussions or negotiations with a client of the Employer regarding services, then Employee agrees not to do any act that will cause the client to make use of services of an existing or forming company that is or may be in competition with the Employer, whereby such services in which Employee has directly, materially, or substantially involved, related to services existing with the Employer.
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Citator
Authorities Cited
- Shaw v. Shaw, 334 So. 2d 13 (Fla. 1976)
- J.K.R., Inc. v. Triple Check TAX Serv., Inc., 736 So. 2d 43 (Fla. 1st DCA 1999)