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Diskriter, Inc. v. Baker, R.
Citation: Not availableDocket: 524 WDA 2013
Court: Superior Court of Pennsylvania; August 1, 2014; Pennsylvania; State Appellate Court
Original Court Document: View Document
Appellants Diskriter, Inc. and Joansville Holdings, Inc. appeal a March 14, 2013 order from the Allegheny County Court of Common Pleas that denied them permanent injunctive relief against Appellees Randy A. Baker and Keystrokes Transcription Service, Inc. The trial court ruled that a noncompetition agreement related to a stock purchase agreement (SPA) was superseded by a subsequent employment agreement Baker signed after terminating his previous contract with Diskriter. The new employment agreement included its own noncompetition and nonsolicitation clauses, explicitly stating it constituted the entire agreement on the matter and superseded prior agreements. Baker, having left Diskriter to work for Keystrokes, solicited clients, prompting the lawsuit by Diskriter and Joansville for violation of the SPA noncompete. They did not claim a breach of the new employment agreement. Following an evidentiary hearing, the trial court denied the injunction, prompting the appeal where the appellants raise three issues: (1) whether they are bound by the SPA noncompete; (2) whether the five-year noncompete in the new employment agreement supersedes the two-year covenant in the SPA; and (3) whether the two-year covenant supersedes the five-year covenant. The appellate court's standard of review focuses on legal errors in denying the injunction and the sufficiency of evidence supporting the trial court’s findings, which are treated similarly to a jury verdict. The court will uphold the trial court's findings if supported by competent evidence and will not disturb them unless there is an error of law or abuse of discretion. The trial court examined the agreements in question and heard testimony about their drafting. It concluded that the new employment agreement, due to its integration clause, replaced any previous agreements regarding noncompetition and nonsolicitation between Baker and the Appellants. As a result, the court determined that the Appellants did not demonstrate a clear right to injunctive relief based on the SPA noncompete. The Appellants contested this decision, arguing that the new employment agreement did not invalidate the SPA noncompete, which they believe remains enforceable against Baker. However, the language of the new employment agreement supports the trial court's finding. The agreement also includes noncompetition provisions, reinforcing the court's conclusion. Given the standard of review, the appellate court upheld the trial court's findings, stating there was no legal error in determining the Appellants failed to show a clear right to relief, and thus affirmed the order. Judges Olson and Fitzgerald concurred with the result.