United States District Court, D. Massachusetts
U.S. SECURITY ASSOCIATES, INC., & UNIVERSAL PROTECTION SERVICES, LLC, dba ALLIED UNIVERSAL SECURITY SERVICES, Plaintiffs,
JOHN PARRETTI, AURY MALDONADO, & CENTRAL PUBLIC SAFETY, LLC, Defendants.
ORDER AND MEMORANDUM ON DEFENDANT’S MOTION FOR
PRELIMINARY INJUNCTION AGAINST ENFORCEMENT OF RESTRICTIVE
COVENANTS (DOCKET NO. 13)
TIMOTHY S. HILLMAN DISTRICT JUDGE
Security Associates, Inc. (“USSA”) and Universal
Protection Services, LLC (“Allied”)
(collectively, “Plaintiffs”) filed an action
against John Parretti (“Defendant”), Aury
Maldonado, and Central Public Safety, LLC (“CPS”)
for, inter alia, breach of contract, trade secret
appropriation, unfair competition, and intentional
interference with contractual and advantageous business
relations. Defendant moves to enjoin Plaintiffs from
enforcing a noncompetition covenant Defendant signed with
USSA while the parties litigate Plaintiffs’ claims.
(Docket No. 13). Because Defendant has not shown likelihood
of success on the merits, the Court
denies his motion for a preliminary
injunction without prejudice.
13, 1994, USSA hired Defendant as a Branch Manager in its
Somerville office. (Docket Nos. 1 at 10, 11 at 3). In this
capacity, Defendant serviced accounts in and around Boston.
(Docket Nos. 1 at 10–11, 11 at 3). He also serviced
certain other accounts that fell within other branches,
including the Worcester office. (Docket Nos. 1 at 11, 11 at
his tenure at USSA, Defendant signed two employment
agreements. (Docket Nos. 1 at 11–12, 11 at 3). The
first, dated April 19, 2012, restricted Defendant from
soliciting co-employees and/or current or prospective clients
for two years after termination (the “2012
Agreement”). (Docket No. 1-1 at 4–5). It also
provided that, “[s]hould the Employer at any time be
merged into or consolidated with another corporation . . .
the provisions of this contract shall be binding upon and
inure to the benefit of the corporation resulting from such
merger or consolidation or to which substantially all of the
assets of the Employer shall be transferred.” (Docket
No. 1-1 at 3). The second, an employment agreement dated
April 23, 2014, modified the non-solicitation covenant of the
2012 Agreement by reducing the restriction from two years to
eighteen months (the “2014 Agreement”). (Docket
Nos. 1-2 at 2–4, 13 at 2). It also prohibited Defendant
from “perform[ing] job activities of the type [he]
conducted or provided for Employer within the two years prior
to [his] termination” for eighteen months after his
termination. (Docket No. 1-2 at 3).
August 2018, USSA announced a planned acquisition by Allied.
(Docket No. 1 at 2). In October 2018, Allied purchased all
USSA’s stock, and USSA became a wholly owned subsidiary
pending merger of the companies in 2019. (Docket Nos. 1 at 4,
11 at 2). USSA informed its employees that their status at
the merged company would be confirmed no later than
mid-November. (Docket No. 20-1 at 9–10). The Chief
Human Resources Officer later emailed Defendant Parretti to
identify him as a “Key Associate” in the merger.
(Docket No. 20-1 at 14). To incentivize Defendant to remain
with the company, the Chief Human Resources Officer conveyed
an offer to pay Defendant $23, 522.58 if he stayed and his
role ended up being eliminated. (Docket No. 20-1 at 14).
Defendant resigned on October 25, 2018, citing the
“elimination of my job title and the fact that I have
not received an employment offer from Allied.” (Docket
No. 20-1 at 16).
he left, Defendant forwarded several emails allegedly
containing confidential information to his personal email
address. (Docket No. 20-1). Plaintiffs subsequently learned
that Defendant’s wife owned a 50% share in CPS, one of
their competitors. (Docket No. 1 at 19). Plaintiffs lost at
least four customers to CPS in the wake of Defendant’s
resignation. (Docket No. 1 at 20).
26, 2019, Plaintiffs filed this action to, among other
things, enforce the noncompetition covenant in the 2014
Agreement. (Docket No. 1). Defendant moved for a preliminary
injunction on September 9, 2019. (Docket No. 19).
considering a motion for a preliminary injunction, this Court
weighs four factors: “(1) the plaintiff’s
likelihood of success on the merits; (2) the potential for
irreparable harm in the absence of an injunction; (3) whether
issuing an injunction will burden the [non-moving party] less
than denying an injunction would burden the [moving party];
and (4) the effect, if any, on the public interest.”
Jean v. Massachusetts State Police, 492 F.3d 24,
26-27 (1st Cir. 2007) (citation omitted). Likelihood of
success on the merits is “the most important part of
the preliminary injunction assessment.” Id. at
27. If a movant cannot show that he is likely to succeed on
the merits, “the remaining factors become matters of
idle curiosity.” New Comm Wireless Servs., Inc. v.
SprintCom, Inc., 287 F.3d 1, 9 (1st Cir. 2002).
can only succeed in his motion for a preliminary injunction
if he can prove the unenforceability of the non-competition
covenant. Under Massachusetts law, a non-competition covenant
is enforceable 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). Because Defendant has not shown that
Plaintiffs lack a legitimate business interest in enforcing
the non-competition covenant or that the covenant is
unreasonably limited in time and space, Defendant has not
proven likelihood of success on the merits. The Court
therefore denies his motion for a
preliminary injunction without addressing the other factors.
See New Comm, 287 F.3d at 9.
Legitimate Business Interest
argues that Plaintiffs cannot enforce the non-competition
covenant because neither USSA nor Allied has a legitimate
business interest to protect. According to Defendant, USSA
lost its business interests when it merged with Allied and
ceased independent operations, and Allied has no business
interest because it was never Defendant’s employer.
(Docket No. 13 at 4). Defendant misinterprets Massachusetts
law. Although the merger may have ended the “separate
existence” of USSA “it did not end all
obligations owed” to USSA. See Intertek Testing
Servs. NA, Inc. v. Curtis-Strauss LLC, No. 98903F, 2000
WL 1473126, at *4 (Mass. Super. Aug. 8, 2000). Instead,
“all of [USSA’s] property, rights, and privileges
automatically became vested in the merged company.”
Id.; see also M.G.L. c. 156B § 80.
Thus, the property, right, and privilege to enforce the