Alonso-Llamazares v. Int'l Dermatology Research, Inc.

• Court: Florida District Court of Appeals
• Writing for the Court: LOBREE, J.
• Citation: Alonso-Llamazares v. Int'l Dermatology Research, Inc., 339 So.3d 385 (Fla. App. 2022)
• Decision Date: 19 January 2022
• Docket Number: 3D20-0985
• Parties: Javier ALONSO-LLAMAZARES, M.D., Appellant, v. INTERNATIONAL DERMATOLOGY RESEARCH, INC., etc., Appellee.

339 So.3d 385

Javier ALONSO-LLAMAZARES, M.D., Appellant,

v.INTERNATIONAL DERMATOLOGY RESEARCH, INC., etc., Appellee.

No. 3D20-0985

District Court of Appeal of Florida, Third District.

Opinion filed January 19, 2022

Ainsworth + Clancy, PLLC, and Janna O. Mateo and Ryan M. Clancy, Miami, for appellant.

Feiler & Leach, P.L., and Martin E. Leach, Coral Gables, for appellee.

Before HENDON, MILLER and LOBREE, JJ.

LOBREE, J.

This appeal stems from a non-compete agreement entered into between appellant Javier Alonso-Llamazares, M.D. ("Dr. Alonso") and his former employer, appellee International Dermatology Research Inc. ("IDR"). After IDR terminated Dr. Alonso's employment, IDR sought, and was granted, a temporary injunction enforcing the parties’ non-compete agreement. We affirm the trial court's determination that the non-compete agreement was enforceable and the requirements for a temporary injunction were established, but reverse and remand for the trial court to describe in reasonable detail the act or acts restrained as required by Florida Rule of Civil Procedure 1.610(c).

Background Facts and Procedural History

IDR is a medical practice management business that utilizes dermatologists to conduct clinical research projects in the area of dermatology. On October 4, 2011, IDR and Dr. Alonso entered into an Agreement for Management Services and Clinical Research Services (the "Agreement"). Under the Agreement, IDR agreed to provide certain management services to Dr. Alonso's dermatological medical practice. Dr. Alonso, in turn, agreed to conduct clinical research projects for and on behalf of IDR. Because this case concerns interpretation of the terms of the Agreement, relevant sections are set forth at length below. Section 3 of the Agreement is entitled "Term" and provides in relevant part as follows:

Unless terminated earlier pursuant to Section 11 of this Agreement, the term of engagement under this Agreement shall be for a period of two (2) year [sic] commencing on the Effective Date and ending on the first anniversary of the Effective Date (the "Term").

Section 11 of the Agreement, entitled "Termination," provides in part as follows:

11.1 Termination by Company . Company shall be entitled to terminate this Agreement, upon written notice to Physician, at any time for any or no reason.

11.2 Termination by Physician ....

11.3 Effects of Termination . Upon the termination of this Agreement:

(a) Physician's duties and Company's obligations shall cease as of the effective date of termination, provided, however, that the Physician shall in all events of termination be responsible for arranging for the smooth transition of Physician's duties to appropriate employees or contractors of Company and all duties and obligations of Physician intended to survive termination shall survive (including Physician's obligations under Sections 8, 9.9, 12 and 13 of this Agreement).

(emphasis in original). Dr. Alonso also agreed to a non-compete provision in section 12 of the Agreement that required the following:

12. Non-Competition and Confidentiality. Physician acknowledges that incident to Physician's engagement, Physician will gain extensive and valuable experience and knowledge relating to Company and the Company's business and will have access to confidential information relating to the business and operations of Company, the use or disclosure of which would cause Company substantial loss and damages that would not be readily calculated and for which no remedy at law would be adequate. Accordingly, as a material inducement to Company's entering into this Agreement, Physician hereby covenants as follows:

12.1 Non-Competition . During the Term of this Agreement and thereafter for a period of two (2) years (the "Post-Term Restrictive Period") from the date of expiration or termination of the Term of this Agreement for any reason whatsoever, Physician shall not directly or indirectly, on Physician's own behalf or as a principal, partner, member, shareholder, officer, employee, agent, consultant, contractor, physician, director or trustee of any person, partnership, firm, association, corporation, hospital, clinic or other medical facility: (i) engage in the practice of medicine anywhere within a two (2) mile radius of the Premises provided by the Company for the operation of the Practice; (ii) perform, conduct, promote, market, exploit, participate in, engage in or otherwise be involved with, or engage in any business that directly or indirectly performs, conducts, promotes, markets, exploits or engages in or is otherwise involved in, clinical research or trials relating to dermatology including, without limitation, dermatological products or procedures, anywhere within a five (5) mile radius of the Premises provided by the Company for the operation of the Practice; (iii) attempt to solicit or solicit or otherwise contact the patients, customers or clients (including any pharmaceutical companies or manufacturers) of Company or other physician practices managed by Company or use patient or customer lists developed or owned by Company or other physician practices managed by Company; or (iv) divert or attempt to divert from Company or other physician practices managed by Company any business or business opportunity whatsoever or accept any business from any patients, customers or clients (including any pharmaceutical companies or manufacturers) of Company or other physician practices managed by Company; provided that, Physician may conduct any clinical studies that are not the same as or similar to the types of studies conducted by the Company (as determined by the Company), provided Physician first obtains the Company's written consent to each such study....

12.2 Confidentiality of Patient and Client Information ....

12.3 Enforcement . Physician acknowledges and agrees that irreparable injury will result to Company in the event of Physician's breach of any covenant set forth in this Section 12, that a material inducement to Company's engagement of Physician is the covenants set forth in Section 12, and that monetary damages in an action at law would not provide an adequate remedy in the event of a breach of this Section 12. Physician further acknowledges and agrees that the covenants contained in Section 12 are necessary for the protection of Company's legitimate business and professional duties, ethical obligations, and interest, and are reasonable in scope and content and have been negotiated in good faith and on an arms-length basis. In the event of Physician's breach or threatened breach of Section 12, this Section may be enforced by the obtaining of an injunction to restrain the violation thereof by Physician.

12.4 Survival . The covenants of this Section 12 shall survive the expiration or termination of this Agreement .

(bold emphasis added) The parties continued their relationship when the Agreement expired in 2013. On January 4, 2016, the parties executed an Amendment to Agreement (the "First Amendment"), modifying provisions of the Agreement, including that the Term of the engagement under the Agreement is through December 31, 2016. The First Amendment also stated that all other aspects of the Agreement remained in effect, including section 12. Then, on January 4, 2017, the parties executed a Second Amendment to Agreement (the "Second Amendment"). The Second Amendment provided that "the term of the engagement under this Agreement shall be through December 31, 2017 (the ‘Term’)." As with the First Amendment, apart from other modifications made by the Second Amendment, the Agreement remained in effect, including but not limited to section 12. Finally, on June 1, 2017, the parties executed the Third Amendment to Agreement (the "Third Amendment"). The Third Amendment made changes to Dr. Alonso's hours and compensation but did not modify the Term. The Third Amendment also provided that "[i]n all other respects, the Agreement, the First Amendment and the Second Amendment remain in full force and effect, including, but not limited to, Section 12-Non-Competition and Confidentiality."

Dr. Alonso continued to work for IDR after December 31, 2017. Subsequently, IDR notified Dr. Alonso by letter that "as of November 1, 2019, your services are no longer required at [IDR]."¹ Dr. Alonso then began operating Driven Research LLC on January 2, 2020. Dr. Alonso does not dispute that he began Driven Research to conduct clinical trials and that as of January 2, 2020, he was competing with IDR.

Shortly thereafter, on February 12, 2020, IDR filed suit against Dr. Alonso, seeking temporary and permanent injunctions and asserting claims for breach of contract and tortious interference with contractual relations based on Dr. Alonso's active competition against IDR. IDR moved for emergency injunctive relief, arguing that Dr. Alonso breached section 12 of the Agreement by competing with IDR and soliciting IDR's customers and clients. IDR argued that it was entitled to an injunction because section 542.335(1)(j), Florida Statutes (2017),² provides that irreparable harm is presumed when a party establishes the violation of an enforceable restrictive covenant. IDR also asserted that it did not have an adequate remedy at law. IDR argued that it had a likelihood of success on the merits because the Agreement contained an enforceable non-compete provision and further argued that the granting of a temporary injunction was not against the public interest because public policy favors the enforcement of contracts and noncompete agreements, as evidenced by section 542.335. IDR sought to enjoin Dr. Alonso from: (1) working with Driven Research; (2) directly or indirectly competing with IDR for a period of two years; (3) being involved in clinical research or trials relating to dermatological products or procedures for a period of two years within a five-mile radius; (4) attempting to solicit or soliciting or contacting IDR's patients, customers, or clients for a period of two...