Integrated Interiors, Inc. v. Snyder, 17991

• Decision Date: 13 April 1978
• Docket Number: No. 17991,17991
• Citation: 565 S.W.2d 350
• Parties: INTEGRATED INTERIORS, INC., Appellant, v. David R. SNYDER, Appellee.
• Court: Texas Court of Appeals

Page 350

565 S.W.2d 350

INTEGRATED INTERIORS, INC., Appellant, v. David R. SNYDER, Appellee.

No. 17991.

Court of Civil Appeals of Texas,Fort Worth.

April 13, 1978.

Opinion on Motion for Temporary Injunction May 18, 1978.

Brown, Herman, Scott, Dean & Miles and Shelby Sharpe, Fort Worth, for appellant.

Brown & Stucker and Michael W. Stucker, Dallas, for appellee.

OPINION

SPURLOCK, Justice.

This is an appeal from an order of the trial court denying a temporary injunction. Integrated Interiors, Inc. (appellant) sued David R. Snyder (appellee) to enforce the provisions of an employment contract and a covenant not to compete with appellant for a period of three years within fifty miles of its principal place of business.

Reversed and remanded, with instructions.

By its sole point of error, appellant contends that the trial court erred in failing to temporarily enjoin appellee from competing with its business within a fifty mile radius of its principal place of business in Tarrant County, Texas, during the pendency of these proceedings, since the record establishes by undisputed facts that appellant is entitled to enforce the restrictive covenant of the employment contract, and thus, the trial court has abused its discretion in failing to grant the temporary injunction.

Appellee signed an employment contract with appellant on May 21, 1976. The term of the employment contract was for three years, beginning April 1, 1976, and ending March 31, 1979.

The important provisions of the employment contract are as follows:

"Sec. 1:3. Duties of Employee. Employee is initially employed as President of Company, however, it is understood and agreed that Employee is subject to the direction and control of Employee's immediate supervisors and by the Company's Board of Directors. . . ."

"Sec. 3:1. Disclosure of Confidential Information; Covenant Not To Compete. Company possesses secret and confidential equipment, techniques, processes, procedures, technique data and information, and customer lists used or intended for utilization in its operations of which Employee has obtained or may obtain knowledge, and Company would suffer serious harm if this confidential information were disclosed or if Employee used this information to compete against Company. Accordingly, Employee hereby agrees that simultaneously with the execution of this Contract he shall execute and deliver to Company and thereafter abide by the terms of a 'Confidentiality Agreement and Covenant Not to Compete', a copy of which is attached hereto as Exhibit A."

The contract further provides that appellee is to be paid a salary of $1150.00 per month.

Appellee also signed the "Confidentiality Agreement and Covenant Not to Compete" on May 21, 1976. The covenant not to compete is limited to the area within fifty miles of appellant's principal place of business and is effective for a period of three years.

The appellee testified to the following facts: (1) The contract of employment contained all the terms of the agreement between the parties; (2) His salary has never been lowered, but had been increased to $1350.00 per month; (3) While still in appellant's employment, he requested his attorneys to draft the articles of incorporation for a business known as A C D, Inc.; (4) On May 31, 1977, he delivered to appellant a letter resigning his position as President of the company; (5) He had not been terminated from his employment with appellant and his resignation was not requested; (6) He is now the President and a member of the Board of Directors of A C D, Inc.; (7) A C D, Inc.'s principal place of business is located at 2419-B Weaver Street in Fort Worth, Texas, which is within fifty miles of appellant's principal place of business; (8) The business of A C D, Inc. is essentially the same as appellant's business and competes with appellant's business; (9) After leaving his employment with appellant, he bid (on behalf of A C D, Inc.) on two jobs that he had previously submitted bids on behalf of appellant, and A C D, Inc. had been awarded these contracts.

The controversy narrows down to the meaning of the following sentence in the employment contract, whereby it provides that "Employee is initially employed as President of Company . . . ." (Emphasis added.) The real dispute on appeal concerns the effect of the word "initially" in the employment contract. Basically, appellee contends that appellant breached the employment contract, in that many of his duties as President were gradually being taken away from him, so that most of his activities were those of a salesman. In his brief, appellee argues that the "intention of the parties pursuant to the language of the contract was that defendant was employed as president for three years."

Appellant contends that Article I, Sec. 1:3 of the employment contract (quoted previously) gave it the legal right to remove appellee as president, either by a formal removal or by a de facto removal. Appellant contends that the phrase "initially employed as President" only meant that it agreed to start appellee as president. Appellant argues that the word "initially" means "at the beginning."

As our Supreme Court wrote in Fox v. Thoreson, 398 S.W.2d 88, 92 (Tex.1966):

"(L)anguage used by the parties should be given its plain grammatical meaning unless it definitely appears that the intention of the parties would thereby be defeated."

We agree with appellant that the word "initially" means "at the beginning". Appellee was to begin his duties with appellant as president, but as the contract of...