Brown v. Rollet Bros. Trucking Co., Inc.

• Decision Date: 16 June 2009
• Docket Number: No. ED 91533.,ED 91533.
• Citation: Brown v. Rollet Bros. Trucking Co., Inc., 291 S.W.3d 766 (Mo. App. 2009)
• Parties: Russel S. BROWN, Plaintiff/Respondent, v. ROLLET BROS. TRUCKING COMPANY, INC., R.B.T., Inc., E & R Lime Co., and Rollet Bros. Logistics, Inc., Defendants/Appellants.
• Court: Missouri Court of Appeals

291 S.W.3d 766

Russel S. BROWN, Plaintiff/Respondent, v. ROLLET BROS. TRUCKING COMPANY, INC., R.B.T., Inc., E & R Lime Co., and Rollet Bros. Logistics, Inc., Defendants/Appellants.

No. ED 91533.

Missouri Court of Appeals, Eastern District, Division Four.

June 16, 2009.

Motion for Rehearing and/or Transfer to Supreme Court Denied August 3, 2009.

Application for Transfer Denied October 6, 2009.

John J. Gazzoli, Jr., Schmiedeskamp, Robertson, Neu & Mitchell, LLP, St. Louis, MO, for appellant.

Thomas L. Hoeh, Perryville, MO, for respondent.

KATHIANNE KNAUP CRANE, Presiding Judge.

Defendants appeal from a declaratory judgment in favor of their former employee declaring that defendants were not entitled to enforce the parties' Non-Compete and Confidentiality Agreement (the Agreement) against plaintiff. On appeal, defendants contend that the trial court erred in concluding the Agreement was unenforceable against plaintiff because they had a protectable interest in their customer contacts and confidential information. We modify the judgment by eliminating certain findings of fact and conclusions of law as surplusage. We affirm as modified.

Defendants, Rollet Bros. Trucking Company, Inc., R.B.T., Inc., E & R Lime Co., and Rollet Bros. Logistics, Inc., consist of four affiliate companies generally involved in the commodities market. One of the defendants, Rollet Bros. Logistics, Inc., is a freight broker that arranges for the hauling of commodities for customers from one point to another. Plaintiff, Russel S. Brown, began employment as a dispatcher for one or more of the defendants in January 1999.¹ As a dispatcher, plaintiff was responsible for finding loads for trucks to haul by contacting established and prospective customers on a daily basis. He was also responsible for finding trucks that were available to haul a customer's load.

On May 2, 2002, plaintiff and representatives of each defendant signed the Agreement as a condition of continued employment. The Agreement contained the following covenant not to compete:

2. [Plaintiff] agrees that, for [three years after the date of cessation of employment with defendants], [plaintiff] will not directly or indirectly or in concert with any person or persons, firm, corporation, or other entity, or in any manner, solicit, divert or handle or attempt to solicit, divert or handle any of the past or present customers of [defendants], regardless of where such customers might be located with respect to any business that consists of, pertains to, or relates in any way to the business conducted by [defendants].

The Agreement also contained a confidentiality clause.

In August 2005, plaintiff submitted his resignation to defendants. In September 2005, he began working as a dispatcher for Elizabeth Commodities & Logistics, Inc. (ECO Logistics), a newly-formed freight brokerage company similar to Rollet Bros. Logistics, Inc. The owners of ECO Logistics also owned Elizabeth Transportation, LLC, a trucking company. In November 2005, an attorney for one of the defendants sent a letter to plaintiff and to Elizabeth Transportation, claiming that plaintiff had violated the Agreement and threatening legal action if the violation continued. To avoid the risk of a lawsuit, ECO Logistics terminated plaintiff.

Plaintiff subsequently filed a lawsuit against defendants. In the first count he requested a declaratory judgment that the Agreement was not enforceable against him, or if enforceable, that he had not violated it. In the second count he sought damages for defendants' alleged tortious interference with plaintiff's employment contract with ECO Logistics. Defendants filed a counterclaim seeking damages for breach of the Agreement and for tortious interference with a different contract and with a business expectancy defendants had with Elizabeth Transportation.

The case proceeded to a bench trial that was limited to plaintiff's declaratory judgment count. Defendants made a pretrial request for findings of fact and conclusions of law. The trial court entered judgment in plaintiff's favor. As relevant to this appeal, it included the following in its findings of fact:

8. Throughout Plaintiff's employment with Defendants, Plaintiff acted as a dispatcher. In this capacity, he had regular contact with Defendants' customers and prospective customers as part of his job. He regularly spoke with prospective customers and prospective customers as part of his job. He regularly spoke with prospective customers about hauling their commodities.

9. Defendants did not really have legitimate and protectable interests in its customer list, as the customer list basically served as a "phone book" for the business.

10. Throughout Plaintiff's employment with Defendants, Defendants set all rates quoted to customers or potential customers.

11. Plaintiff had no authority to set rates quoted to customers or potential customers.

12. Plaintiff had no authority to deviate from the rates established by Defendants.

13. Plaintiff was never involved in setting rates quoted to customers or potential customers.

14. Defendants provided Plaintiff with a list of rates to quote to customers or potential customers.

15. Whenever a customer or potential customer asked Plaintiff to deviate from the rates set by Defendants, Plaintiff was required by Defendants to obtain permission from Defendants to deviate from said rates.

16. The rates charged by one or more Defendants were general enough and available to anyone that might bother to look for it. There was no secret formula involved here which might have a protectable interest.

17. Defendants did not really have legitimate interests in the confidentiality of its price, rates and surcharges and other business planning information, as the information contained was general enough and available to anyone that might bother to look for it. There was no secret formula involved here which might have a protectable interest.

The trial court also entered the following as its conclusions of law:

18. Plaintiff's employment with one or more Defendants is not the proper subject of a valid and enforceable non-compete agreement.

19. The Non-Compete and Confidentiality Agreement (Plaintiff's Exhibit 1) is void ab initio as to Plaintiff and all Defendants.

20. The Non-Compete and Confidentiality Agreement (Plaintiff's Exhibit 1) is not enforceable by any Defendant against Plaintiff.

It denominated its ruling a final judgment under Rule 74.01(b) and found there was no just reason for delay of the appeal.

DISCUSSION

Standard of Review

We will sustain the judgment of the trial court in a court-tried case unless there is no substantial evidence to support it, it is against the weight of the evidence, or it erroneously declares or applies the law. Board Educ. St. Louis v. Missouri Bd. Educ., 271 S.W.3d 1, 7 (Mo. banc 2008); Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. 1976). If the facts of a case are contested, we defer to the trial court's factual determinations. Board Educ. St. Louis, 271 S.W.3d at 7. We are not bound by the trial court's legal conclusions. Mullenix-St. Charles Props. v. St. Charles, 983 S.W.2d 550, 555 (Mo.App.1998).

When a trial court does not make a finding of fact on each issue raised by the parties, we will "`consider all factual issues to have been found in accordance with the result reached and will sustain the judgment if the result is correct on any tenable basis.'" Kessler-Heasley Artificial Limb Co., Inc. v. Kenney, 90 S.W.3d 181, 185 (Mo.App.2002) (quoting Orthotic & Prosthetic Lab, Inc. v. Pott, 851 S.W.2d 633, 639 (Mo.App.1993)). A trial court's failure to make a requested finding of fact requires reversal only if the failure materially interferes with appellate review. Ratteree v. Will, 258 S.W.3d 864, 872 (Mo.App. 2008). If the record is sufficient to support the judgment, we will affirm. Id.

Final Judgment

Before this appeal was submitted, we entered a show cause order requesting that the parties address whether the trial court properly certified this judgment as final under Rule 74.01(b). In their responses, neither party disputed that the trial court properly certified this case for appeal under Rule 74.01(b). However, when a trial court has disposed of fewer than all of a party's claims, we have a duty to determine, sua sponte, whether the trial court's judgment is an appealable final order, even if the trial court denominated its ruling a final judgment and found no just reason for delay of an appeal under Rule 74.01(b). Gibson v. Brewer, 952 S.W.2d 239, 244 (Mo. banc 1997). The required judicial unit for an appeal must consist of a judgment on a claim that is different, separate, and distinct from the transactions or occurrences that underlie unresolved claims and issues in the trial court. Id. We review the trial court's determination for abuse of discretion. ARC Industries, Inc. v. Siegel-Robert, Inc., 157 S.W.3d 344, 346 (Mo.App.2005).

In this case, the judgment resolved plaintiff's declaratory judgment claim by declaring the Agreement to be unenforceable. It thereby necessarily disposed of defendants' counterclaim for breach of the Agreement. See Hall v. Hall, 53 S.W.3d 214, 220 n. 2 (Mo.App.2001); State ex rel. Nixon v. Hoester, 930 S.W.2d 52, 53 (Mo. App.1996). These two claims are separate and distinct from the remaining tortious interference claims asserted by the parties against each other with respect to two other contracts. The trial court did not abuse its discretion in denominating its judgment a final judgment under Rule 74.01(b).

Analysis

"Generally, because covenants not to compete are considered to be restraints on trade, they are presumptively void and are enforceable only to the extent that they are demonstratively reasonable." Easy Returns Midwest, Inc. v. Schultz, 964 S.W.2d 450, 453 (Mo.App.1998). "The issue of reasonableness is one of law according to the subject matter of the agreement and the existing circumstances."...