United States District Court, D. Massachusetts
ORDER ON MOTION FOR PRELIMINARY INJUNCTION (DOC. NO.
SOROKIN UNITED STATES DISTRICT JUDGE
Manganaro Northeast, LLC (“Manganaro” or
“the Company”) sues its former employee,
Defendant Sandra De La Cruz, for injunctive relief and
damages in relation to De La Cruz's resignation from
Manganaro and current employment with one of its competitors.
Doc. No. 1. Presently before the Court is Manganaro's
motion for a preliminary injunction to prohibit De La Cruz
from certain employment activities. Doc. No. 5. For the
reasons that follow, Manganaro's motion is DENIED.
is a Massachusetts contracting firm specializing in the
installation of drywall in commercial buildings throughout
New England. Doc. No. 7-2 ¶¶ 2-3. De La Cruz, a
Connecticut resident, began working in Manganaro's
Connecticut office in February 2016 as an Assistant Project
Manager. Id. ¶¶ 4, 8. In that role, De La
Cruz worked with Project Managers on an as-needed basis to
verify estimates, manage purchase orders, and oversee
distribution of materials and equipment for Manganaro's
job sites. Id. ¶ 7; Doc. No. 13-1
condition of her employment with Manganaro, De La Cruz
entered into a Restrictive Covenant and Confidentiality
Agreement (the “Agreement”). Doc. No. 7-2 ¶
9; Doc. No. 13-1 ¶ 7. The Agreement provided, in
Employee agrees that, during the course of this Agreement and
for two years following the termination of Employee's
employment with the Company by either party and for any
reason, Employee will not, directly or indirectly, whether on
behalf of him/herself or on behalf of any other person or
entity, solicit, bid, work on, or be involved in any capacity
with, any proposal, bid, application, project or customer
that the Company contracted with, was involved with or was
considering during Employee's employment with the
Company. […] Employee further agrees that, during the
same two year period, Employee will not directly or
indirectly engage in or contribute [her] knowledge and
abilities to any business or entity in direct competition
with the Company in Massachusetts, Connecticut, Rhode Island,
Vermont, New Hampshire and Maine.
Doc. No. 1-1 ¶ 2 (the “non-compete clause”).
The Agreement also contained a Confidentiality provision,
Employee agrees to maintain the confidentiality of nonpublic
information about the Company that Employee receives during
the course of employment with the Company (referred to herein
as “Confidential Information”). By way of
example, and not in limitation, Confidential Information
shall include, but not be limited to, financial information
concerning the Company; bids, proposals or requests for
proposals being considered by the Company, computerized
project data, including productivity information, bid
information, bid data and other computerized material not of
a public nature; the terms of any project; personnel matters
relating to the Company; and any other matters regarding the
Company or its customers that Employee learns through his or
her employment with the Company and that is not generally
available to or by the public. Any Confidential Information,
as defined in this Paragraph, shall be used or disclosed by
Employee only for the benefit of the Company. […]
Because the life of Confidential Information may extend
indefinitely, this provision shall continue perpetually.
Id. ¶ 3.
Cruz resigned from Manganaro in March 2018, telling her
supervisor, Patrick Glomb, that she “wanted a new
career path” and “did not know” what her
next job was. Doc. No. 7-2 ¶ 17. In fact, De La Cruz
accepted a job offer from Professional Drywall Construction,
Inc. (“PDC”), a direct competitor to Manganaro in
the drywall business in Massachusetts, Connecticut, and
Vermont. No. 7-2 ¶¶ 18, 20; Doc. No. 13-1
¶ 13. Shortly thereafter, PDC contracted to perform
drywall installation at Amherst College. Doc. No. 13-1 ¶
15. Manganaro had provided drywall services at Amherst
College as part of a multi-million-dollar project (the
“Amherst College Project”) since early 2017. Doc.
No. 7-2 ¶ 21. Manganaro estimates that it has lost
between $150, 000 and $200, 000 in revenue from work on the
Amherst College Project now being performed by PDC.
seeks a preliminary injunction to prevent De La Cruz from
violating the terms of the Agreement. Doc. No. 7 at 1.
Specifically, Manganaro requests that the Court enjoin De La
Cruz from (a) working for a competitor of Manganaro; (b)
being involved with any proposals, bids, applications,
projects, or customers that Manganaro contracted with, was
involved with, or considered during De La Cruz's
employment with Manganaro; (c) soliciting any employee or
independent contractor of Manganaro to leave or compete with
Manganaro; (d) using any confidential, proprietary
information concerning the business or affairs of Manganaro
or concerning Manganro's customers, clients, or
employees; and (e) disclosing any trade secrets of Manganaro.
Doc. No. 5-4. The practical effect of such an injunction
would be to require De La Cruz to resign from PDC and to
search for employment in another field or outside of New
England. Doc. No. 13-1 ¶¶ 16-17.
determining whether to grant a motion for a preliminary
injunction, this Court must weigh four factors: (1) whether
Manganaro has shown a likelihood of success on the merits,
(2) whether Manganaro has shown that it would suffer
irreparable harm if the injunction were denied, (3) the
balance of the relevant hardships, and (4) any impact that
the Court's ruling may have on the public interest.
See ANSYS, Inc. v. Computational Dynamics North America,
Ltd., 595 F.3d 75, 78 (1st Cir. 2010). The first
factor-likelihood of success on the merits-is given
particularly heavy weight. Id.
limits its argument to its breach of contract claim (Count
I). Doc. No. 1 ¶¶ 22-25; Doc. No. 7 at 7. The Court
therefore does not address whether Manganaro is likely to
succeed on its claims for breach of the covenant of good
faith and fair dealing (Count II), misappropriation of trade
secrets (Count III), and tortious interference with
contractual and advantageous business relations (Count IV).
Doc. No. 1 ¶¶ 26-38. To show a likelihood of
success on its breach of contract claim, Manganaro must
demonstrate that it is likely to establish that a valid,
binding agreement existed, that De La Cruz ...