Diskriter, Inc. v. Baker, R. ( 2014 )

J-A19004-14
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
DISKRITER, INC., A PENNSYLVANIA IN THE SUPERIOR COURT OF
CORPORATION AND JOANSVILLE PENNSYLVANIA
HOLDINGS, INC., A NEW JERSEY
CORPORATION,
Appellants
v.
RANDY A. BAKER, AN INDIVIDUAL AND
KEYSTROKES TRANSCRIPTION SERVICE,
INC., AN ILLINOIS CORPORATION,
Appellees No. 524 WDA 2013
Appeal from the Order Entered March 14, 2013
In the Court of Common Pleas of Allegheny County
Civil Division at No(s): GD 12-14952
BEFORE: BENDER, P.J.E., OLSON, J., and FITZGERALD, J.*
MEMORANDUM BY BENDER, P.J.E.: FILED AUGUST 1, 2014
Appellants, Diskriter Inc. (Diskriter) and Joansville Holdings, Inc.
(Joansville), appeal from the order entered in favor of Appellees, Randy A.
Baker (Baker) and Keystrokes Transcription Service, Inc. (Keystrokes) in this
case. The order denied Diskriter and Joansville permanent injunctive relief,
erred in finding that the noncompetition agreement they brought suit to
____________________________________________
*
Former Justice specially assigned to the Superior Court.
J-A19004-14
enforce was superseded by a subsequent agreement. After careful review,
we affirm.
The facts adduced in the trial court are as follows. Joansville
acquired Diskriter pursuant to a stock purchase agreement (SPA) on May 7,
2010.1 -Solicitation, and Nonc
(SPA noncompete) was executed in conjunction with the SPA. Baker, the
former President and Chief Executive Officer of Diskriter, was a party to an
employment agreement with Diskriter. Following execution of the SPA and
the SPA noncompete, Baker executed an agreement terminating his existing
employment agreement with Diskriter. He then entered into a new
employment agreement (new employment agreement) with Diskriter. This
new employment agreement contained noncompetition and nonsolicitation
constitutes the entire agreement between the parties related to the subject
matter hereof, and supersedes all prior agreements or understandings
pertaining to the subject m
(citing new employment agreement).
began employment at Keystrokes. In that capacity, he successfully solicited
ents. Diskriter and Joansville brought suit
____________________________________________
1
Holding Company, Inc. (DHC).
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against Baker and Keystrokes, alleging that Baker was in violation of the SPA
noncompete. Appellants have not alleged in this case that Baker was in
violation of the new employment agreement.
The trial court held an evidentiary hearing on February 1, 2013. On
March 14, 2013, the trial court entered an order denying Appellants
injunctive relief. Appellants filed a timely notice of appeal, and a timely
R.A.P. 1925(b) concise statement of errors complained of on appeal. They
now present the following issues for our review:
1. Whether the [t]rial [c]ourt erred in holding that Appellants
2. Whether the [t]rial [c]o -
year] SPA Non-compete had bound Baker, it would be an
3. Whether the [t]rial [c]ourt erred in holding that the five-year
covenant not to compete that was implemented as part of the
-year covenant not to compete that was
whether the two-year covenant not to compete superseded
the five-year covenant not to compete?
Wellspan Health v. Bayliss, 869 A.2d 900,
995 (Pa. Super. 2005). Our standard of review on appeal in cases involving
permanent injunctions is limited to whether the court committed an error of
law in denying the injunction. Buffalo Township v. James, 813 A.2d 659,
664 n. 4 (Pa. 2002). Moreover, in cases tried without a jury, our review is
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limited to a determination of whether the findings of the trial
court are supported by competent evidence and whether the trial
court committed error in the application of law. Findings of the
trial judge in a non-jury case must be given the same weight
and effect on appeal as a verdict of a jury and will not be
disturbed on appeal absent error of law or abuse of discretion.
When this Court reviews the findings of the trial judge, the
evidence is viewed in the light most favorable to the victorious
party below and all evidence and proper inferences favorable to
that party must be taken as true and all unfavorable inferences
rejected.
Anderson v. Litke Family Ltd. Partnership, 748 A.2d 737, 739 (Pa.
Super. 2002).
Here, the trial court reviewed the text of the agreements at issue, and
heard testimony regarding the drafting of the agreements. At the close of
testimony, the trial court found that the new employment agreement,
through its integration clause, superseded any prior agreements between
Baker and Appellants regarding noncompetition and nonsolicitation.
Consequently, the trial court found that Appellants had failed to establish a
clear right to injunctive relief pursuant to the SPA noncompete.
Appellants now ask us to re-
alleging that the trial court misinterpreted the text of the agreements with
Appellants claim that the new employment agreement did not supersede the
SPA noncompete, and that the SPA noncompete remains enforceable against
Baker.
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We note that the plain language of the new employment agreement states
s
Moreover, the new employment agreement contains noncompetition
SPA noncompete was superseded by the new employment agreement is
supported by the record. Given our standard of review, we may not disturb
the findings of the trial court in the instant case because they are supported
by the evidence of record. Accordingly, we conclude that the trial court did
not commit an error of law determining that Appellants failed to demonstrate
a clear right to relief.
Order affirmed.
Olson, J., concurs in the result.
Fitzgerald, J., concurs in the result.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 8/1/2014
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