United States District Court, W.D. Washington, Seattle
S. Zilly, United States District Judge.
MATTER comes before the Court on plaintiffs Tyco Integrated
Security LLC, Tyco International Management Company, LLC, and
Tyco International PLC's (collectively,
“plaintiffs”) Motion for Partial Summary
Judgment, docket no. 55. Having reviewed all papers filed in
support of and in opposition to plaintiffs' motion, the
parties' supplemental briefing, docket nos. 93, 94, the
arguments of counsel at the hearing on July 20, 2017, and the
telephone conferences on July 28, 2017, and August 31, 2017,
and plaintiffs' Notice of Consent, docket no. 102, and
defendant's Response, docket no. 101, the Court hereby
FINDS and ORDERS that:
Court has jurisdiction over the parties and the subject
International PLC (“TIP”) is the corporate parent
of both Tyco International Management Company, LLC
(“TIMC”) and Tyco Integrated Security, LLC
2008 until he left his employment on June 8, 2016, defendant
John Bradford served as Director, Regional Sales, National
Accounts West for TycoIS.
November 20, 2013, Mr. Bradford executed the 2013 RSU Award
Agreement with TIP's predecessor, Tyco International,
Ltd. Declaration of Anthony Cataldo, docket no. 56, Ex. 1.
The 2013 RSU Award Agreement contains restrictive covenants
of non-disclosure, non-competition, and non-solicitation of
customers and employees. Cataldo Decl., Ex. 1, ¶ 11(b).
Pursuant to those covenants, Mr. Bradford agreed that he
a. “disclose confidential or proprietary information or
trade secrets, related to any business of [TIP] or the
b. for one year following his employment with TycoIS,
“be employed by, any person or entity engaged in any
business that is (i) located in a region with respect to
which [Mr. Bradford] had substantial responsibilities while
employed by [TIP] or its Subsidiaries, and (ii) competitive
with (A) the line of business or businesses of [TIP] or its
Subsidiaries that you were employed with during your
employment . . . or (B) any other business of [TIP] or its
Subsidiaries with respect to which you had substantial
exposure during such employment”; and
c. for two years following his employment with TycoIS,
“directly or indirectly, on [his] own behalf or on
behalf of another (i) solicit, recruit, aid or induce any
employee of [TIP] or its Subsidiaries to leave their
employment with [TIP] or its Subsidiaries in order to accept
employment with or render services to another person or
entity unaffiliated with [TIP] or its Subsidiaries, or hire
or knowingly take any action to assist or aid any other
person or entity in hiring any such employee; or (ii)
solicit, aid, or induce any customer of [TIP] or any of its
Subsidiaries to purchase goods or services then sold by [TIP]
or its Subsidiaries from another person or entity, or assist
or aid any other persons or entity in identifying or
soliciting any such customer.”
the 2013 RSU Award Agreement Mr. Bradford acknowledged that
“irreparable injury will result to [TIP] and its
business, ” in the event of Mr. Bradford's breach
of “any of [the] covenants and commitments under this
Agreement, including the covenants of non-competition and
non-solicitation.” Cataldo Decl., Ex. 1, ¶ 11(b).
2013 RSU Award Agreement contains a New Jersey choice of law
clause. Cataldo Decl., Ex. 1, ¶ 23. The parties agree
that New Jersey substantive law applies to the 2013 RSU Award
restrictive covenant of non-competition in the 2013 RSU Award
Agreement expired by its terms on June 8, 2016.
Plaintiffs have withdrawn any claim for actual damages and
have agreed on the record that they will not seek
attorney's fees from Mr. Bradford in this proceeding.
Under New Jersey law, post-employment restrictive covenants
are subject to partial enforcement to the extent they are
reasonable under the circumstances of the particular case.
Solari Industries, Inc. v. Malady, 55 N.J. 571, 585
(1970); see also Nat'lReprographics, Inc.
v. Strom, 621 F.Supp.2d 204, 222 (D.N.J. 2008).
Consistent with this authority, the Court finds that ...