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Manganaro Northeast, LLC v. De La Cruz

United States District Court, D. Massachusetts

August 22, 2018




         Plaintiff 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.

         I. BACKGROUND

         Manganaro 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.[1] Id. ¶ 7; Doc. No. 13-1 ¶¶ 7-9.

         As a 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 relevant part:

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, which provided:

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.

         De La 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.[2] 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. Id.

         Manganaro 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[3] or outside of New England. Doc. No. 13-1 ¶¶ 16-17.

         II. ANALYSIS

         In 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.

         Manganaro 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 ...

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