Mona Electric Group, Inc. v. Truland Service Corp. , 56 F. App'x 108 ( 2003 )

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
MONA ELECTRIC GROUP, 
INCORPORATED,
Plaintiff-Appellant,
v.  No. 02-1220
TRULAND SERVICE CORPORATION,
Defendant-Appellee.

Appeal from the United States District Court
for the Eastern District of Virginia, at Alexandria.
Claude M. Hilton, Chief District Judge.
(CA-01-895-A)
Argued: December 5, 2002
Decided: January 6, 2003
Before KING, Circuit Judge, Henry M. HERLONG, Jr.,
United States District Judge for the District of
South Carolina, sitting by designation, and
James P. JONES, United States District Judge for the
Western District of Virginia, sitting by designation.
Affirmed by unpublished per curiam opinion.
COUNSEL
ARGUED: Michael John Lorenger, HOGAN & HARTSON, L.L.P.,
McLean, Virginia, for Appellant. Christopher G. Mackaronis, BELL,
BOYD & LLOYD, P.L.L.C., Washington, D.C., for Appellee. ON
2 MONA ELECTRIC GROUP v. TRULAND SERVICE CORP.
BRIEF: Stanley J. Brown, HOGAN & HARTSON, L.L.P., McLean,
Virginia, for Appellant. Michael J. Schrier, BELL, BOYD &
LLOYD, P.L.L.C., Washington, D.C., for Appellee.
Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
OPINION
PER CURIAM:
Appellant Mona Electric Group, Inc. ("Mona") appeals an order of
the district court granting summary judgment to Truland Service Cor-
poration ("Truland") on Mona’s claims for tortious interference with
contract, tortious interference with prospective contracts, and misap-
propriation of trade secrets. We affirm.
I.
Mona is an electrical contracting company that serves commercial
and residential customers throughout the Washington, D.C. metropol-
itan area. Thad Gerardi ("Gerardi") was a Mona employee off and on
from 1971 until 2001. Gerardi held a number of positions at Mona
during his employment, the most recent being business development
manager. In light of sensitive pricing issues and access to customer-
related information, on April 17, 2000, Mona required that Gerardi
sign an employment agreement with a restrictive covenant prohibiting
post-employment solicitation of Mona’s customers. The agreement
states in pertinent part: "The employee agrees that for a period of one
year after he leaves the employment of the employer, he will not
attempt to solicit any of the employer’s customers for himself or for
any other electrical or technology contractor."
In February 2001 Gerardi left Mona to take a job with Truland,
Mona’s competitor. Upon his arrival at Truland, Gerardi was assigned
the position of service account manager. As a service account man-
MONA ELECTRIC GROUP v. TRULAND SERVICE CORP. 3
ager, Gerardi’s job activities included submitting job estimates and
performing field service. Typically, a prospective customer would
request that Truland submit, along with several other companies, an
estimate to perform work. When Truland received a call requesting
an estimate, the call was directed to a service account manager. In
response to those calls, Gerardi would go to the job site, evaluate the
situation, then prepare an estimate and submit the estimate. On sev-
eral occasions, Gerardi received calls from Mona’s customers
requesting that Truland submit an estimate on a job. In those
instances, Gerardi submitted estimates to Mona’s customers. Gerardi
never initiated the contact with a Mona customer.
As a result of Gerardi’s job activities, Mona brought suit against
Truland seeking injunctive and monetary relief for tortious interfer-
ence with contract, tortious interference with prospective contracts,
and misappropriation of trade secrets. Mona moved for partial sum-
mary judgment and Truland moved for summary judgment. On
December 21, 2001, the district court granted Truland summary judg-
ment. Mona appeals the district court’s order granting Truland sum-
mary judgment.
II.
We review the district court’s grant of summary judgment de novo.
See Shaw v. Stroud, 13 F.3d 791, 798 (4th Cir. 1994). Summary judg-
ment will be upheld "if the pleadings, depositions, answers to inter-
rogatories, and admissions on file, together with the affidavits, if any,
show that there is no genuine issue as to any material fact and that
the moving party is entitled to judgment as a matter of law." Fed. R.
Civ. P. 56(c). "In considering a motion for summary judgment, the
court is required to view the facts and draw reasonable inferences in
a light most favorable to the nonmoving party." Shaw, 13 F.3d at 798.
As a court sitting in diversity, we apply Virginia choice-of-law
principles. See Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487,
496 (1941). In Virginia, the interpretation of a contract is governed
by the law of the place where the contract was made. See Lexie v.
State Farm Mut. Auto. Ins. Co., 469 S.E.2d 61, 63 (Va. 1996).
4 MONA ELECTRIC GROUP v. TRULAND SERVICE CORP.
Because the parties concede the contract was formed in Maryland, we
apply Maryland law.*
III.
Pursuant to Maryland law, tortious interference with contract and
tortious interference with prospective contracts fall under the single
tort of tortious interference with economic relations. See Lake Shore
Investors v. Rite Aid Corp., 509 A.2d 727, 732 (Md. Ct. Spec. App.
1986). To be liable for tortious interference with economic relations
a party must either induce the breach or hinder the performance of the
contract. See id. As such, for Truland to be held liable there must be
evidence that it either induced Gerardi to "solicit" or hindered
Gerardi’s performance of the non-solicitation agreement. In granting
summary judgment on the tortious interference claim, the district
court held that there was no non-solicitation agreement because there
was no consideration. Alternatively, the district court held that even
if there was an enforceable non-solicitation agreement, Gerardi’s con-
duct did not violate the agreement because Gerardi did not "solicit."
A.
Mona argues on appeal that the district court erred in concluding
that the non-solicitation agreement lacked consideration. In support of
its position, Mona asserts that continued at-will employment is ade-
quate consideration to support the non-solicitation agreement. We
agree. In Maryland, the continuation of at-will employment for a sub-
stantial period of time is adequate consideration for a non-solicitation
agreement. See Simko v. Graymer, 464 A.2d 1104, 1107 (Md. Ct.
Spec. App. 1983). The record indicates that after signing the non-
solicitation agreement, Gerardi continued to work for Mona for
almost a year. (J.A. at 101, 141-42.) Therefore, the court finds that
Gerardi’s non-solicitation agreement is supported by adequate consid-
eration and therefore enforceable.
*The district court applied Virginia law. On appeal, Mona argues that
Maryland law applies because the contract was formed in Maryland. Tru-
land concedes that the contract was formed in Maryland.
MONA ELECTRIC GROUP v. TRULAND SERVICE CORP. 5
B.
Additionally, Mona argues on appeal that the district court erred in
alternatively finding that even if the employment agreement was
enforceable, summary judgment was proper because Gerardi did not
"solicit." This is an issue of contract interpretation. According to
Maryland law, "[t]he interpretation of a written contract is ordinarily
a question of law for the court." Wells v. Chevy Chase Bank, F.S.B.,
768 A.2d 620, 629-30 (Md. 2001). "In determining the meaning of
contractual language, Maryland courts have long adhered to the prin-
ciple of the objective interpretation of contracts." Id. at 630. "Under
the objective interpretation principle, where the language employed in
a contract is unambiguous, a court shall give effect to its plain mean-
ing and there is no need for construction by the court." Id.
Despite Mona’s assertion to the contrary, the district court held and
we agree that the plain meaning of "solicit" requires the initiation of
contact. (J.A. at 135.) Therefore, in order to violate the non-
solicitation agreement, Gerardi must initiate contact with Mona’s cus-
tomers. Mona argues that Gerardi solicited when he submitted esti-
mates to Mona’s customers. However, this does not fall within the
plain meaning of "solicit." If Mona intended to prevent Gerardi from
conducting business with its customers it could have easily stated that
in the agreement. Taking the facts in the light most favorable to
Mona, there is no evidence that Gerardi solicited Mona’s customers.
Therefore, summary judgment was proper and the district court is
affirmed.
AFFIRMED