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Tyco Integrated Security, LLC v. Bradford

United States District Court, W.D. Washington, Seattle

September 6, 2017

TYCO INTEGRATED SECURITY, LLC, et al., Plaintiffs,
v.
JOHN B. BRADFORD, Defendant.

          ORDER

          Thomas S. Zilly, United States District Judge.

         THIS 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:

         1. The Court has jurisdiction over the parties and the subject matter.

         2. Tyco International PLC (“TIP”) is the corporate parent of both Tyco International Management Company, LLC (“TIMC”) and Tyco Integrated Security, LLC (“TycoIS”).

         3. From 2008 until he left his employment on June 8, 2016, defendant John Bradford served as Director, Regional Sales, National Accounts West for TycoIS.

         4. On 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 would not:

a. “disclose confidential or proprietary information or trade secrets, related to any business of [TIP] or the Subsidiary”;
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.”

         5. In 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).

         6. The 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 Agreement.

         7. The restrictive covenant of non-competition in the 2013 RSU Award Agreement expired by its terms on June 8, 2016.

         8. 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.

         9. 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 ...


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