United States District Court, D. Massachusetts
AGERO ADMINISTRATIVE SERVICE CORP.
FRANK CAMPOLO, et al.
Zobel senior United States District Judge
Agero Administrative Service Corp. (“Agero”)
filed suit against Frank Campolo, its former Vice President
of Sales, and Road America Motor Club, Inc. (“Road
America”), Campolo's current employer. The
complaint asserts several claims related to both
Campolo's alleged breach of his employment agreement with
plaintiff and his current employment with Road America.
seeks an injunction prohibiting Campolo from working for Road
America, soliciting plaintiff's customers, and using or
disclosing any of plaintiff's confidential information or
goodwill. Plaintiff also seeks to enjoin Road America from
using plaintiff's confidential information or goodwill.
The motion (Docket # 1-1) is allowed in part and denied in
and Road America both contract with various companies,
including insurance carriers and car manufacturers, to
provide towing services and roadside assistance to consumers.
Campolo began working for Agero in 2004. Thereafter, he
executed an employment agreement that includes three
provisions relevant to the instant dispute: (1) a
confidentiality provision; (2) a customer non-solicitation
provision; and (3) a non-compete provision. Docket # 1-1 at
51-56 (“Agreement”). On November 30, 2018,
Campolo left his position as Agero's Vice President of
Sales and on, December 3, 2018, he joined Road America as its
Vice President of Sales.
preliminary injunction is an extraordinary remedy granted
only if the movant demonstrates “(1) a substantial
likelihood of success on the merits; (2) a significant risk
of irreparable harm if the injunction is withheld; (3) a
favorable balance of hardships; and (4) a fit (or lack of
friction) between the injunction and the public
interest.” Nieves-Marquez v. Puerto Rico, 353
F.3d 108, 120 (1st Cir. 2003). “The sine qua non of
this four-part inquiry is likelihood of success on the
merits.” New Comm Wireless Servs., Inc. v.
SprintCom, Inc., 287 F.3d 1, 9 (1st Cir. 2002).
Massachusetts law,  a restrictive covenant in an employment
agreement is enforceable “only if it is necessary to
protect a legitimate business interest, reasonably limited in
time and space, and consonant with the public
interest.” Boulanger v. Dunkin' Donuts
Inc., 442 Mass. 635, 639 (2004) (collecting cases).
Legitimate business interests include the protection of
confidential information, goodwill, and trade secrets.
Id. at 641.
Likelihood of Success
merits, the core issue before the court is the enforceability
of the customer non-solicitation provision and the
non-compete provision. The parties do not contest the
Customer Non-Solicitation Provision
During the Restricted Period, [Campolo] will not directly or
indirectly solicit, divert, take away, or attempt to divert
or take away, from [Agero] any of the business or patronage
of any of its actual or potential customers, clients,
accounts, vendors, or suppliers with whom [Campolo] had
material contact with or which whom [Campolo] had access to
material Confidential Information regarding, or induce or
attempt to induce any such ...