Amquip Crane Rental, LLC v. Crane & Rig Servs., LLC , 199 A.3d 904 ( 2018 )


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  • J-A25038-17
    
    2018 PA Super 315
    AMQUIP CRANE RENTAL,                LLC    AND             IN THE SUPERIOR COURT
    MAXIM CRANE WORKS, L.P.                                       OF PENNSYLVANIA
    Appellees
    v.
    CRANE & RIG SERVICES, LLC; A CRANE
    RENTAL, LLC; HARVEY RAY GRAHAM;
    KRISTIAN B. BRUU; ROBBIN O. RAINEY;
    AND THOMAS NEWELL
    Appellants                      No. 871 EDA 2017
    Appeal from the Order Entered February 10, 2017
    In the Court of Common Pleas of Bucks County
    Civil Division at No: 2016-06632
    BEFORE: OTT, J., STABILE, J., and STEVENS, P.J.E.*
    OPINION BY STABILE, J.:                                    FILED NOVEMBER 27, 2018
    Appellants Harvey Ray Graham, Kristian B. Bruu, Robbin O. Rainey, and
    Thomas Newell (collectively “the Individuals”), along with Appellants Crane &
    Rig Services, LLC (“C&R”) and A Crane Rental, LLC (“ACrane”), appeal from a
    preliminary injunction prohibiting the Individuals from (1) working in the crane
    rental industry in limited geographic areas, (2) soliciting customers of
    Appellees Amquip Crane Rental, LLC (“AmQuip”) and Maxim Crane Works, L.P.
    (“Maxim”), and (3) using AmQuip’s confidential information.                    AmQuip
    employed the Individuals prior to their respective separations from that
    *
    Former Justice specially assigned to the Superior Court.
    A-25038-17
    employment. The Individuals joined a rival crane rental company, ACrane,
    until they were terminated concurrent with the entry of the preliminary
    injunction. In this appeal, the Individuals challenge the preliminary injunction
    on the grounds that (1) Newell did not breach his duty of loyalty to AmQuip;
    (2) the trial court made erroneous factual rulings; and (3) the court abused
    its discretion in enforcing noncompetition covenants that Graham, Bruu and
    Rainey entered into with AmQuip. We affirm.1
    Appellees AmQuip and Maxim were acquired by a third party in July
    2016 and are in the process of a formal operational merger.     Together, they
    represent one of the largest crane companies in the world. AmQuip-Maxim2
    is a global crane rental company with approximately $700 million in annual
    revenue. It operates forty to fifty branch locations; employs more than 2,500
    individuals; serves over 6,600 customers; has a fleet of over 1,200 cranes;
    and boasts the largest production crane in the world, which can lift
    approximately 3,100 tons. AmQuip is valued at roughly $1.4 billion.    AmQuip
    1 Although C&R and ACrane have joined in this appeal, the trial court entered
    the preliminary injunction against the Individuals, not against either LLC.
    Accordingly, we affirm against C&R and ACrane on the ground that they lack
    standing to appeal. See Pa.R.A.P. 501 (only aggrieved parties may appeal);
    In Re McCune, 
    705 A.2d 861
    , 864 (Pa. Super. 1997) (to be “aggrieved party”
    entitled to appeal, party’s interest in litigation must be adversely affected in
    manner which is both direct and immediate).
    2 For the sake of brevity, unless context requires greater specificity, we will
    refer to these entities together as “Amquip.”
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    and Maxim maintain principal places of business in Trevose, Pennsylvania and
    Bridgeville, Pennsylvania, respectively.
    In contrast, ACrane is a startup crane rental company with only 45
    cranes. C&R is a crane financing company. Both companies are owned in
    equal shares by Christopher Anderson and William McCabe.
    The Individuals, who range in age from their mid-fifties to mid-
    seventies, joined AmQuip between 2008 and 2013 and worked at AmQuip’s
    Atlanta branch office. Graham was the branch manager of the Atlanta office,
    and Bruu, Rainey and Newell were salesmen. As a condition of employment,
    Graham, Bruu, and Rainey each signed noncompetition, nonsolicitation and
    confidentiality covenants with AmQuip. These covenants prohibited Graham,
    Bruu, and Rainey from competing with AmQuip and soliciting AmQuip
    customers or employees for two years after their employment with AmQuip.
    Newell did not sign any noncompetion, nonsolicitation or confidentiality
    covenants.    All four Individuals, however, signed an AmQuip Employee
    Handbook that set forth a company confidentiality policy.
    AmQuip’s Atlanta branch was successful during the Individuals’ tenure,
    and Newell, Bruu, and Rainey were outstanding salesmen.         During the
    injunction hearing, there was ample evidence that AmQuip’s resources and
    processes enabled the Individuals’ to obtain new customers and increase
    revenue from customer relationships they had prior to joining AmQuip. Newell
    admitted that he gained new customers while at AmQuip through use of
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    AmQuip’s resources. N.T., 1/25/17, at 45. AmQuip acquired two of its largest
    customers, Ansco and SAC Wireless, after Newell joined AmQuip in 2008; they
    did not come with him to AmQuip. Likewise, Rainey testified that “it was a
    good many customers that [he] began selling to for the first time after [he]
    began [his] employment with AmQuip[.]” N.T., 1/26/17, at 6-7.
    The Individuals had access to confidential Amquip information, such as
    customer lists, customer order histories, vendor lists, pricing formulas, and
    branch financial information.   Graham testified that he had access to the
    following information classified as confidential in AmQuip’s Code of Business
    Conduct and Ethics: customer lists, customer usage histories, customer
    requirements, customer contact information, confidential pricing information,
    price quotations and bids made to specific customers and the customers’
    responses to those quotations and bids, pricing strategies, pricing and
    discount information unique to specific customers, information concerning the
    prospective crane rental needs of specific customers, business leads,
    confidential contractual rental terms, marketing strategies, business plans,
    information concerning equipment availability and allocation, information
    concerning employee compensation and incentives, financial information, and
    cost information.   N.T., 1/24/17, at 66-67, Reproduced Record (“R.R.”) at
    191a. Graham admitted that AmQuip considered this information confidential
    and would not provide this information to competitors. N.T., 1/24/17, at 67.
    He also conceded that he “had a pricing formula for the [AmQuip] office” that
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    he did not share with anybody outside of AmQuip while he was employed
    there.     Id. at 68.   AmQuip’s corporate office developed these pricing
    strategies, N.T., 1/26/17, at 94 and provided Graham with a customized
    dashboard that allowed Graham to access a range of customer and financial
    information for the AmQuip Atlanta branch, all of which Graham factored into
    his pricing formula. N.T., 1/27/17, at 5, “R.R.” at 374a; N.T., 1/24/17, at 67-
    68.      Graham used AmQuip customer information, supplier information,
    marketing plans and strategies, and “[c]orporate, financial and strategic
    information” on a daily or weekly basis. N.T., 1/24/17, at 165. Graham also
    admitted to having access to AmQuip’s utilization reports, financials, and all
    of its client contracts for the Atlanta office.   N.T., 1/24/17, at 165; N.T.,
    1/25/17, at 18.
    Likewise, Newell had access to AmQuip’s customer information,
    including their names and contact information from billing records, rental
    history, and pricing history. N.T., 1/25/17, at 45-47. He also had access to
    AmQuip’s pricing information and bids. Id. at 46. Newell admitted that he
    had information regarding the prospective crane rental needs of particular
    customers and would not divulge such information to competitors. Id. at 46-
    47. He also acknowledged that AmQuip’s pricing information “we talked about
    in our AmQuip Atlanta office was confidential.” Id. at 50, 52. Bruu testified
    that he could access a wide variety of AmQuip’s confidential information on its
    AS400 computer systems such as customer names, customer contact
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    information,   customer   requirements,   billing   information,   and   product
    information.
    In July 2016, AmQuip and Maxim were both acquired by a third party.
    Subsequently, they have been merging into one operational entity. On August
    11, 2016, Graham left AmQuip. The parties disagreed as to whether AmQuip
    terminated Graham or whether he resigned, but the trial court found that he
    resigned because he intended to join ACrane.
    In August 2016, Graham met with Anderson and McCabe to discuss
    forming ACrane, a new crane rental company, in Atlanta. To set up ACrane,
    Anderson needed Graham’s input on crane rental pricing to evaluate the
    feasibility of opening a new crane rental company in the Atlanta marketplace,
    and Graham admitted providing this information to Anderson. On Sunday,
    August 14, 2016, Anderson sent an email to McCabe with an attachment
    forecasting ACrane’s opening in September 2016. In the body of the email,
    Anderson stated that he needed Graham’s help in utilization, labor rates,
    billing rates, fuel cost and permit costs. Graham testified that he provided
    Anderson labor and billing rates. The email’s attachment contained a forecast
    for branch profit and listed Graham and other persons as employees of the
    new company’s Atlanta branch.      On August 16, 2016, Graham met with
    Anderson and McCabe in Pittsburgh to make further plans for ACrane’s Atlanta
    Office.
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    Bruu, Rainey and Newell, while still employed by AmQuip, assisted
    Graham in setting up the new business. On August 23, 2016, Newell emailed,
    from his AmQuip email address to his home email address, a quote template
    that AmQuip used. From his home, Newell forwarded the quote template to
    Judy Burns, AmQuip’s then-billing manager and ACrane’s future billing
    manager, who then emailed it to Bruu. ACrane used a quote form with its
    own name and logo on the top but with AmQuip locations, including its Trevose
    headquarters location, on the bottom.
    In an email to Anderson and McCabe on Friday, September 2, 2016,
    Graham discussed recruitment of AmQuip employees and diversion of AmQuip
    customers and discussed how the other Individuals would either provide or
    need pickup trucks. More specifically, Graham discussed diverting AmQuip’s
    largest customers to ACrane, particularly Service Electric, a significant
    customer of AmQuip’s, having recently generated about $250,000 in revenue
    for AmQuip’s Atlanta Branch Office with Newell overseeing the account.
    Graham also stated that ACrane needed to conduct contract reviews for
    Georgia Power and Pike Electric, customers who had recently paid an
    aggregate of $514,000 to AmQuip and were two of Rainey’s major accounts.
    Graham revealed the Individuals’ intention to hire all employees of AmQuip’s
    Atlanta Branch Office and thus take over this office’s customer base.
    At Graham’s invitation, Newell, Bruu and Rainey met McCabe and
    Graham at a restaurant in suburban Atlanta to discuss employment at ACrane.
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    On September 28, 2016, C&R sent an e-mail to Newell, Bruu and Rainey
    attaching new hire paperwork, including direct deposit forms. Within the next
    two days, Newell and Bruu completed this paperwork.
    Prior to leaving AmQuip, the Individuals began diverting AmQuip
    customers to ACrane. Newell admitted that, while still employed by AmQuip,
    he told AmQuip’s customers, including its largest Atlanta customer, Ansco,
    that a new crane rental company would be opening, and he offered to assist
    them in transferring their business to the new company. In September 2016,
    while still employed at AmQuip, Newell made arrangements for a contact he
    had at Ansco to introduce him to Lindsay Triplett, Ansco’s vendor manager.
    On September 30, 2016, Newell forwarded Triplett an email from Graham
    attaching a Certificate of Insurance form and a W-9 form for ACrane,
    documents that a crane rental company needs to do business with a customer.
    Newell concluded his email by requesting Triplett to send the completed forms
    to him so that ACrane could begin servicing Ansco the following Monday.
    On Friday, September 30, 2016, Newell sent an email to Graham, Bruu,
    Rainey, Burns, and Shannon Graham with the subject, “[p]roof read this & let
    me know bf I send this to everyone.” N.T., 1/25/17, at 96-100. The email
    stated:
    Due to the merger of Amquip Crane Service & Maxim Crane I do
    not believe the service you have been accustomed to can be
    sustained {Maxim will be in charge of dispatch}. Effectively
    immediately I will be resigning from Amquip & joining with a new
    crane company along with all my colleagues & most of the
    operators you have become accustomed to working with. With
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    that being said I know there will be some transition difficulties &
    I assure you we will do this as fast & accurately as possible.
    The name of the company is A Crane & We have at this time 10
    cranes in town & many more coming this way. I do feel like this
    is the only way we can maintain the service we want to provide &
    you want to receive—I do appreciate the work you have in trusted
    to us over these many years & hope you will continue to allow us
    to do the same. We will do everything possible
    ALL our telephone #’s will remain the same but we will have new
    Email addresses. {Effectively today any correspondence via email
    needs to come to our new emails}
    R.R. at 76a. Bruu and Rainey, who were still working for AmQuip at that time,
    both responded: “Sounds good to me.” N.T., 1/25/17, at 101.
    On Sunday, October 2, 2016, Newell gave notice of his intent to resign
    the next day. On October 3, 2016, Newell wrapped up his affairs at AmQuip
    and deleted all business information from his AmQuip-issued computer. He
    then began sending AmQuip customers a modified version of the email that
    the other Individuals had approved. It stated:
    Effective 10/2/16 I will no longer be working with Amquip crane
    service - Maxim Crane will be handling the day to day operation
    of the crane service & Under these circumstances I do not feel you
    will be able to receive the same quality of service that you have
    been receiving & we are used to providing.
    We are in the process of making sure ALL your crane & rigging
    service will be handled to your complete satisfaction. Effective
    IMMEDIATELY any email’s should come to this new address
    tomwnewell@outlook.com My tele.# is the same 770-653-3304.
    R.R. 106a.
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    In just three months of operation during 2016, ACrane generated over
    $2,000,000 in sales in Atlanta and was projected to generate $10,000,000 in
    sales in its first year of operation.
    On October 26, 2016, AmQuip filed an action against the Individuals
    alleging breach of contract, tortious interference with business relations,
    breach of common law duty of loyalty and civil conspiracy. Several weeks
    later, AmQuip filed a motion for preliminary injunction seeking to enjoin the
    Individuals from using confidential AmQuip business information and working
    for a competing crane rental company. The trial court held a four-day hearing
    on the injunction motion. In an opinion and order entered on February 10,
    2017, the court entered the following preliminary injunction against the
    Individuals:
    a. [The Individuals] are hereby enjoined from engaging directly or
    indirectly in the crane rental business within the geographic
    territory serviced by the Atlanta, Georgia; Birmingham, Alabama;
    Mobile, Alabama; and Memphis, Tennessee branch offices of
    Amquip and/or Maxim Crane Works, L.P.;
    b. [The Individuals] are hereby enjoined from directly or indirectly
    soliciting, causing any person to solicit, or assisting in (sic) any
    other person in soliciting the employment of any person who is at
    the time of the solicitation, or who was within thirty (30) days of
    such solicitation, an officer or employee of AmQuip’s;
    c. [The Individuals] are hereby enjoined from directly or indirectly
    soliciting, causing any other person to solicit, or assisting any
    other person with soliciting any customer or client of Amquip’s to
    become a customer or client of any other company which directly
    or indirectly competes with Amquip;
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    d. [The Individuals] are hereby enjoined from utilizing, for any
    purpose, any confidential or proprietary business information of
    Amquip’s or Maxim’s; and
    e. The injunction granted herein is effective immediately and shall
    remain in effect until further Order of Court.
    f. Plaintiffs are directed to post of (sic) bond in the amount of
    $50,000[.00] within ten (10) days of the date of this Order.
    Order, 2/10/17.
    The Individuals filed a timely appeal to this Court and filed a timely
    statement of matters complained of on appeal. On May 9, 2017, the trial court
    issued a Pa.R.A.P. 1925 opinion that relied in part on its February 10, 2017
    opinion and added supplemental analysis.
    Appellants raise four issues in this appeal:
    1. Whether the trial court’s entry of a preliminary injunction as to
    [Newell] was proper, when Newell had no effective restrictive
    covenant and had no duty of loyalty to his prior employer that
    could be protected to prevent any resultant irreparable harm?
    2. Whether the trial court was confronted with and fairly
    considered evidence sufficient to support the entry of a
    preliminary injunction as to Graham, Bruu, Rainey and Newell?
    3. Whether the trial court properly entered a preliminary
    injunction against Graham, Bruu, Rainey, and Newell, despite
    decades of Pennsylvania case law suggesting that those parties
    engaged in no conduct justifying such entry?
    4. Whether the trial court properly balanced the hardships of the
    parties in such a manner as to meaningfully consider the rights
    offended by the entry of a preliminary injunction?
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    Appellants’ Brief at 4. Preliminarily, the trial court held that Pennsylvania law
    governs all substantive issues between the parties.         Because none of the
    parties disputes this ruling, we will apply Pennsylvania law to this appeal.
    To obtain a preliminary injunction, the moving party must prove six
    elements:
    1) the injunction is necessary to prevent immediate and
    irreparable harm that cannot be adequately compensated by
    damages; 2) greater injury would result from refusing an
    injunction than from granting it, and, concomitantly, issuance of
    an injunction will not substantially harm other interested parties
    in the proceedings; 3) a preliminary injunction will properly
    restore the parties to their status as it existed immediately prior
    to the alleged wrongful conduct; 4) the activity it seeks to restrain
    is actionable, that its right to relief is clear, and that the wrong is
    manifest, or, in other words, [it] must show that it is likely to
    prevail on the merits; 5) the injunction it seeks is reasonably
    suited to abate the offending activity; and, 6) that a preliminary
    injunction will not adversely affect the public interest.
    Hendricks v. Hendricks, 
    175 A.3d 323
    , 330 (Pa. Super. 2017). In reviewing
    preliminary injunction orders, this Court must “conduct a searching inquiry of
    the record. Accordingly, . . . the scope of review in preliminary injunction
    matters is plenary.”   Warehime v. Warehime, 
    860 A.2d 41
    , 46 n.7 (Pa.
    2004).   Our standard of review is “highly deferential.”        Summit Towne
    Centre, Inc. v. Shoe Show of Rocky Mount, Inc., 
    828 A.2d 995
    , 1000 (Pa.
    2003).   Under this standard, “[we do] not inquire into the merits of the
    controversy, but rather examine[] only the record to ascertain whether any
    apparently reasonable grounds existed for the action of the court below. We
    may reverse if the trial court’s ruling amounted to an abuse of discretion or a
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    A-25038-17
    misapplication of law.”   Morgan Trailer Mft. Co. v. Hydraroll, Ltd., 
    759 A.2d 926
    , 932 (Pa. Super. 2000) (quotation omitted).
    I.
    In their first argument, the Individuals assail the entry of a preliminary
    injunction against Newell, the only Individual who did not enter into a written
    covenant not to compete with AmQuip. We hold that Newell breached his
    common law duty of loyalty to AmQuip by diverting AmQuip’s customers to
    ACrane while still employed by AmQuip and inducing the other Individuals to
    breach the covenants not to compete that they entered into with AmQuip.
    Moreover, the trial court properly enjoined Newell from utilizing AmQuip’s
    confidential information. We address each of these rulings seriatim.
    Newell’s diversion of customers.      While still employed with AmQuip,
    Newell told AmQuip’s customers that a new crane rental company would be
    opening, offered to assist them in transferring their business to the new
    company, and emailed Ansco, AmQuip’s largest customer, about setting up
    the new company as a vendor. Ansco became a customer of ACrane.
    Although Newell never formally entered into a covenant not to compete
    with AmQuip, his conduct still constituted a breach of his common law duty of
    loyalty. This Court has written:
    “There can be no doubt that an agent owes a duty of loyalty to his
    principal, and in all matters affecting the subject of his agency, he
    must act with the utmost good faith in the furtherance and
    advancement of the interests of his principal.” Sylvester v.
    Beck, [] 
    178 A.2d 755
    , 757 ([Pa.] 1962). See also: 1 P.L.E.
    Agency § 32. Every agent “is subject to a duty not to act or to
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    agree to act during the period of his agency for persons whose
    interests conflict with those of the principal in matters in which
    the agent is employed.” Restatement (Second) of Agency § 394.
    He is “subject to a duty to his principal to act solely for the benefit
    of the principal in all matters connected with his agency.”
    Restatement (Second) of Agency § 387. No man can serve two
    masters. Onorato v. Wissahickon Park, Inc., [] 
    244 A.2d 22
    ,
    25 ([Pa.] 1968), citing Matthew 6:24. An agent is a fiduciary with
    respect to matters within the scope of his agency and is required
    to act solely for the benefit of his principal in all matters concerned
    with the agency. Onorato v. Wissahickon Park, Inc., supra [],
    244 A.2d at 26; 1 P.L.E. Agency § 32.
    SHV Coal, Inc. v. Continental Grain Co., 
    545 A.2d 917
    , 920-21 (Pa. 1988),
    reversed on other grounds, 
    587 A.2d 702
     (Pa. 1991); see also Restatement
    (Second) of Agency, § 393, comment (e) (“After the termination of his agency,
    in the absence of a restrictive agreement, the agent can properly compete
    with his principal as to matters for which he has been employed. . . . He is
    not, however, entitled to solicit customers for such rival business before the
    end of his employment”).
    In SHV Coal, while employed by SHV, an employee set out to divert
    business, which he was being paid to acquire for SHV, to a competitor with
    whom he had agreed to accept employment.               He did this without any
    knowledge or consent by SHV, who was not even aware that he was
    contemplating other employment. We held that this was “a clear violation of
    [the employee’s] duty of loyalty.” Id., 545 A.2d at 921. Similarly, without
    AmQuip’s knowledge or consent, and before leaving AmQuip, Newell induced
    AmQuip’s customers to move their business to ACrane, a clear violation of his
    duty of loyalty.
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    Appellants rely erroneously on PTSI, Inc. v. Haley, 
    71 A.3d 304
     (Pa.
    Super. 2013), for the proposition that Newell did not violate his duty of loyalty.
    In PTSI, two trainers who worked at a sports training facility (PTSI) decided
    to form their own training facility. The employees were at-will and not subject
    to any noncompetition, nondisclosure, or nonsolicitation agreements. They
    resigned from PTSI, leased space for their own facility, and informed PTSI
    clients that they were starting their own business. Soon thereafter, clients of
    PTSI began training at the new facility. PTSI filed an action against the former
    employees alleging breach of their duty of loyalty to PTSI.       The trial court
    entered summary judgment against PTSI, and this Court affirmed. We upheld
    the trial court’s conclusion that the trainers did not contact PTSI clients before
    they left PTSI. We continued:
    Even if Haley and Piroli did contact PTSI’s clients while still
    employed by PTSI, PTSI presents no evidence that Haley and Piroli
    did so improperly. For example, text messages attached to PTSI’s
    motion for summary judgment demonstrate that Piroli was
    circumspect and cautious in dealing with clients just days before
    resigning from PTSI.
    
    Id. at 310
    .    By observing that the trainers only sent “circumspect and
    cautious” text messages to the employer’s customers prior to their departure,
    we implied that the trainers would have violated the duty of loyalty had they
    made pre-departure attempts to divert customers to their new company. That
    is what Newell did in this case, and that is the crucial distinction between this
    case and PTSI.
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    Appellants’ reliance on Socko v. Mid-Atlantic Systems, 
    126 A.3d 1266
     (Pa. 2015), is also misplaced.            Socko held that an employment
    agreement containing a covenant not to compete may be challenged for lack
    of consideration even though the agreement expressly indicates that the
    parties “intend to be legally bound” pursuant to the Uniform Written
    Obligations Act—an issue unrelated to the present case.            In passing, the
    Socko court mentioned that in the absence of an agreement between an
    employer and employee to the contrary, an employee may compete with his
    employer after terminating his employment.          Id. at 1273.    Socko did not
    address the issue of pre-departure solicitation that is at the center of this case.
    Newell’s   assistance    to   other      Individuals   in   breaching   their
    noncompetition covenants. This Court’s analysis in Reading Radio, Inc. v.
    Fink, 
    833 A.2d 199
     (Pa. Super. 2003), is instructive on this subject. Kline,
    the station manager of a radio broadcasting company (WAGO), gave thirty
    days’ notice of his intention to resign his position in order to accept a position
    at a rival broadcasting company (WEEU). Kline promised to work diligently
    during the thirty-day period to leave WAGO in better shape after he left than
    it had been before his departure. During the thirty-day period, however, the
    manager transferred a significant car dealership advertising account to
    defendant Reading Eagle, and he solicited his two best sales representatives
    to leave WAGO and join WEEU. The sales representatives were subject to
    noncompetition covenants; Kline was not. The sales representatives tendered
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    their resignations to Kline directly, who, although aware of the sales
    representatives’ noncompetition covenants, did not attempt to enforce them.
    WAGO filed an action against Kline, WEEU, and the sales representatives
    alleging breach of their common law duty of loyalty, and the jury returned a
    verdict for damages against Kline and WEEU.3 This Court affirmed, reasoning:
    To prevail on a claim of breach of fiduciary duty of loyalty, a
    plaintiff must demonstrate that his agent acted for a person or
    entity whose interests conflicted with the plaintiff. Restatement
    (Second) of Agency § 394 (1958). . . .The facts demonstrate that,
    while still employed by WAGO. . . . Kline actively engaged in
    diverting [the sales representatives] from WAGO to . . . WEEU,
    and he refused to enforce the covenants-not-to-compete to which
    they were bound. . . . Kline’s failure to protect the integrity of the
    covenants-not-to-compete and the sales staff at WAGO were clear
    violations of his duty of loyalty[.]
    Id. at 211.
    Like the station manager in Fink, Newell breached his duty of loyalty by
    helping other AmQuip employees—Graham, Bruu and Rainey—breach their
    own noncompetition covenants by leaving AmQuip and joining ACrane. The
    evidence demonstrates that before Bruu and Rainey left AmQuip, they
    convened with Newell to meet ACrane’s principals to discuss employment at
    AmQuip.       And before leaving AmQuip, Newell forwarded AmQuip’s price
    template to an intermediary, who in turn forwarded it to Bruu.
    Newell’s use of and access to AmQuip’s confidential information. The
    fourth provision of the preliminary injunction order precluded Newell from
    3The parties stipulated to judgment against the sales representatives in the
    amount of $1.00, and the claims against them were satisfied.
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    utilizing AmQuip’s confidential business information. Appellants argue that
    Newell did not steal AmQuip’s trade secrets before or during his departure to
    ACrane. We conclude that the court properly entered this provision against
    Newell, because there was sufficient evidence that Newell sent some of
    AmQuip’s confidential information to ACrane, had access to other confidential
    information, and, if left unchecked, would have committed more of the same
    acts.
    To obtain protection as confidential business information and/or as a
    trade secret, the information “must be the particular secrets of the
    complaining employer, not general secrets of the trade in which he is
    engaged.” Trial Court Opinion (“T.C.O.”), 5/9/17, at 7. Trade secrets consist
    of “any formula, pattern, device, or compilation of information which is used
    in one’s business, and which gives him an opportunity to obtain an advantage
    over competitors who do not know or use it.” Id. (citing Rohm and Haas
    Co. v. Lin, 
    992 A.2d 132
    , 154 n.4 (Pa. Super. 2010)). Trade secrets need
    not be technical in nature. Air Products and Chemicals, Inc. v. Johnson,
    
    442 A.2d 1114
    , 1124 (Pa. Super. 1982). Although items like customer lists
    do not automatically constitute confidential information, they do constitute
    trade secrets where the compilation of that information represents a “material
    investment of [the] employer’s time and money.” Colteryahn Dairy, Inc. v.
    Schneider Dairy, 
    203 A.2d 469
    , 473 (Pa. 1964). Even when the employee
    has not entered a noncompetition agreement, the court may enjoin him from
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    A-25038-17
    accepting employment with a competitor when new employment would likely
    result in the disclosure of trade secrets. Air Products, 
    442 A.2d at 1120
    .
    AmQuip generated its pricing formulas by combining confidential
    business information—including crane utilization schedules, market conditions
    and operation costs that were unique to AmQuip’s Atlanta location—into what
    it called the “AmQuip Bible” of pricing and customer information.        N.T.,
    1/26/17, at 93-94. AmQuip provided its salesmen with “extensive financial,
    technical, and material support in order to develop customer relationships on
    behalf of AmQuip.” T.C.O., 5/9/17, at 8; N.T., 1/26/17, at 89-90. AmQuip
    also made significant investments in its salesmen to grow and retain important
    customer relationships. T.C.O., 5/9/17, at 8. AmQuip provided Appellants
    access to AmQuip’s “customer lists, utilization schedules, rental contracts,
    equipment acquisition costs, vendor lists, and pricing models,” all of which
    were confidential business information of AmQuip. Id. at 9; N.T., 1/25/17, at
    45-46. In particular, the trial court credited testimony that Newell and the
    other Individuals had access to AmQuip’s pricing formulas, which were
    generated using sensitive information regarding crane utilization schedules,
    market conditions, and operation costs that were unique to AmQuip branch
    locations. T.C.O., 5/9/17, at 7-8; N.T., 1/26/17, at 94-96.    The trial court
    found it important that AmQuip salesmen “relied on AmQuip’s confidential
    information to provide service to existing customers and acquire new
    business.” T.C.O., 5/9/17, at 8. The court also found persuasive the fact that
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    A-25038-17
    AmQuip protected its confidential information by requiring employees to sign
    non-competition agreements and/or confidentiality policies. Id. While Newell
    did not sign a noncompetition agreement, he did sign AmQuip’s confidentiality
    policy.   The court held that, under the circumstances presented by AmQuip,
    “Amquip customer lists, customer rental/usage histories, rental contracts,
    pricing formulas, equipment costs, branch financial information, and other
    related information is entitled to protection as a trade secret.” Id. at 9.
    AmQuip demonstrated that Newell had access to AmQuip’s trade
    secrets, such as names and contact information of customers from billing
    records, rental history, and pricing history, AmQuip’s pricing information and
    bids, and information regarding prospective crane rental needs of particular
    customers.    While still working at AmQuip, Newell appropriated AmQuip’s
    quote template by e-mailing it to a private account and ACrane merely put its
    letterhead on top of that AmQuip document.          This evidence, along with
    Newell’s diversion of customers to ACrane and his assistance to the other
    Individuals in breaching their own noncompetition covenants, provided
    sufficient grounds for the trial court to enjoin Newell from making further use
    of AmQuip’s confidential information.
    II.
    The Individuals contend that the trial court made multiple errors in its
    factual conclusions. We disagree. First, the Individuals assert that the trial
    court overlooked the fact that Rainey and Bruu were intentionally misled into
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    A-25038-17
    believing that they were not subject to any restrictive covenant.     Before
    Rainey and Bruu left AmQuip, the Individuals claim, they asked Human
    Resources whether there were any noncompetition agreements that applied
    to them, and Human Resources responded by sending them unsigned
    noncompetition forms.   The evidence shows, however, that Bruu admitted
    signing a noncompetition agreement when AmQuip hired him, which
    agreement was attached to AmQuip’s complaint. N.T., 1/25/17, at 146-49.
    The evidence also shows that Rainey signed a noncompetition agreement
    when he joined AmQuip. Id. at 228-30.
    The Individuals contend that they had the right to leave AmQuip for a
    competitor because AmQuip’s merger with Maxim in 2016 impaired the quality
    of service to AmQuip’s customers.     We know of no caselaw, nor do the
    Individuals cite any, that unhappiness with an employer’s merger decisions or
    its alleged quality of customer service entitles employees to breach their
    noncompetition covenants or (in Newell’s case) their common law duty of
    loyalty.
    The Individuals also argue that AmQuip failed to demonstrate
    irreparable harm to its business.     This argument lacks merit.     AmQuip
    demonstrated that the group of skilled, seasoned Individuals left AmQuip to
    join a competitor, ACrane, and diverted some of AmQuip’s largest customers
    to ACrane, including its largest customer, Ansco. As a result, in just three
    months of operation, ACrane generated over $2,000,000 in sales in Atlanta
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    A-25038-17
    and was projected to generate $10,000,000 in sales in its first year of
    operation.   ACrane clearly caused substantial damage to AmQuip’s Atlanta
    business and would have caused even more damage absent the trial court’s
    intervention.
    The Individuals claim that the trial court erred in determining that
    Graham voluntarily resigned from AmQuip, pointing to statements on Human
    Resource documents that he was involuntarily terminated.         The trial court
    explained on pages 13-15 of its May 9, 2017 opinion that notwithstanding the
    Human Resource documents, credible testimony during the preliminary
    injunction hearing demonstrated that Graham voluntarily resigned in August
    2016 due to his plan to leave AmQuip and join ACrane. Having reviewed the
    evidence cited in the trial court’s opinion, we see no reason to disturb this
    factual finding.
    III-IV.
    In their third and fourth arguments, which we review together, the
    Individuals complain at length that the trial court failed to apply the balancing
    test articulated by our Supreme Court in Hess v. Gebhard & Co., Inc., 
    808 A.2d 912
     (Pa. 1988), for determining whether to enforce Rainey’s, Bruu’s and
    Graham’s noncompetition covenants. This test requires the court to balance
    the employer’s protectible interests against the employee’s interests in
    earning a living in his chosen occupation and the public interest. 
    Id.
     at 920-
    21. Not only must the employer prevail under this balancing test, but also the
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    A-25038-17
    employer must furnish proof that the noncompetition covenant is supported
    by adequate consideration and is reasonably limited in duration and
    geographic scope. WMI Group, Inc. v. Fox, 
    109 A.3d 740
    , 748 (Pa. Super.
    2015).
    The trial court determined, and we agree, that AmQuip met all of these
    requisites.   T.C.O., 2/10/17, at 7.    Rainey, Bruu and Graham entered the
    noncompetition covenants as a condition of employment at AmQuip. The law
    is clear that the taking of employment is sufficient consideration for a
    noncompetition covenant. Records Ctr. v. Comprehensive Management,
    Inc., 
    525 A.2d 433
    , 435 (Pa. 1987).                Appellants do not contest the
    reasonableness of the duration or geographic scope of the noncompetition
    covenants. In addition, as discussed above, the evidence demonstrated that
    the Individuals had access to AmQuip’s confidential business information, the
    value of which was shown by ACrane’s exponential growth after the
    Individuals joined this fledgling company. Enforcement of the noncompetition
    covenants was necessary to prevent additional misuse of this information.
    The Individuals insist that any difficulties incurred by AmQuip are
    miniscule compared to the difficulty that the Individuals will face in finding
    new   employment     after   working    in   the    crane   industry   for   decades.
    Nevertheless, Rainey, Bruu and Graham brought this problem on themselves
    by breaching their noncompetition covenants. See Quaker Chemical Corp.
    v. Varga, 
    509 F. Supp. 2d 469
    , 480 (E.D.Pa. 2007) (applying Pennsylvania
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    A-25038-17
    law) (collecting cases) (“the fact that Varga, by resigning from Quaker and
    joining Stuart in spite of knowing about the non-compete covenant, brought
    this dispute on himself weighs against him here”).4 To accept the Individuals’
    argument would be to frustrate large employers who have substantial
    interests in safeguarding against employees who would otherwise betray
    them. As the court in Varga reasoned:
    [I]n a case such as this, the harm to the employee almost always
    seems greater than the harm to the company. The employer, as
    a company—in this case, a very successful company, it appears—
    will be able to financially survive an employee’s leaving for a
    competitor. And the employee, as an individual, apparently will
    have a hard time financially surviving if he is out of work. By this
    superficial calculus, the harm to the employee is always greater
    . . . If this were the rule, no restrictive covenant would be enforced
    against a large and successful company.
    But the numerous courts that have specifically enforced non-
    compete covenants against the employee have concluded that,
    regardless of the relative wealth of the employer and employee,
    the harm to the employer trumps the harm to the employee.
    
    Id.
       The public also has a substantial interest in the enforcement of
    noncompetition    covenants,    for   this     practice   “will   discourage   unfair
    competition, the misappropriation and wrongful use of confidential information
    and trade secrets, and the disavowal of freely contracted obligations.” 
    Id.
     at
    481 (citing Graphic Mgmt. Assocs. v. Hatt, 
    1998 WL 159035
    , at *19
    (E.D.Pa. Mar.18, 1998)).
    4While decisions from federal district courts are not binding on this Court, we
    may rely on them for persuasive authority. EMC Mortgage, LLC v. Biddle,
    
    114 A.3d 1057
    , 1064 n.6 (Pa. Super. 2015).
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    A-25038-17
    For these reasons, we conclude that the trial court acted within its
    discretion by entering the preliminary injunction against the Individuals. We
    direct that copies of the trial court's February 10, 2017 and May 9, 2017
    opinions be attached to any future filings in this case.
    Order affirmed.
    Judgment Entered.
    Joseph D. Seletyn, Esq.
    Prothonotary
    Date: 11/27/18
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