Stanley Tulchin Associates, Inc. v. Vignola
| Decision Date | 21 September 1992 |
| Citation | 186 A.D.2d 183,587 N.Y.S.2d 761 |
| Parties | STANLEY TULCHIN ASSOCIATES, INC., Appellant, v. George Spencer VIGNOLA, et al., Respondents. |
| Court | New York Supreme Court — Appellate Division |
Sherman, Citron & Karasik, P.C., New York City (Michael Wexelbaum, of counsel), for appellant.
Allen R. Morganstern, Mineola, for respondents.
Before BALLETTA, J.P., and O'BRIEN, COPERTINO and PIZZUTO, JJ.
MEMORANDUM BY THE COURT.
In an action for injunctive relief and for damages for breach of an employment agreement, the plaintiff appeals from so much of an order of the Supreme Court, Nassau County (Wager, J.), dated December 18, 1989, as denied, after a hearing, that branch of its motion which was to enjoin any violation of a three-year nondisclosure covenant contained in an employment agreement, declared that covenant to be invalid, and dismissed its causes of action to recover damages for tortious interference with contract against the defendant Commercial Collection Consultants, Inc.
ORDERED that the order is reversed insofar as appealed from, on the law and the facts and as a matter of discretion, with costs, the fifth, sixth, and seventh decretal paragraphs of the order are deleted, and a provision is substituted therefor declaring that the provision of the employment agreement which barred the defendant George Spencer Vignola from utilizing and disclosing the client lists of the plaintiff to third parties for the three-year period is valid; and it is further,
ORDERED that the causes of action against the defendant Commercial Collection Consultants, Inc., sounding in tortious interference with contract, are reinstated.
The defendant George Spencer Vignola was employed as an account executive by the plaintiff Stanley Tulchin Associates, Inc. (hereinafter STA), a commercial collection agency, from August 27, 1976, until October 19, 1987. On September 10, 1982, STA and Vignola entered into an employment contract. In pertinent part, the agreement provided that Vignola would treat the "Know-How" he gained as an employee as confidential and would neither use nor disclose such "Know-How" to third parties for a period of three years after his employment with STA ended. "Know-How" was defined as "STA's methods of client solicitation, its clients' needs and natures, its business information, documents, records, techniques, ideas, writings, forms, working methods, pricing, caliber of individual employees and other information, not generally known to the public or competitors". Vignola also agreed, inter alia, that for a period of one year after leaving STA's employ he would not solicit, nor aid and abet solicitation of, any STA client who was a client of STA during the final two years of Vignola's employment.
After Vignola resigned and obtained work with the defendant, Commercial Collection Consultants, Inc. (hereinafter Commercial), another collection agency, STA moved for a preliminary injunction against Vignola and Commercial based upon the restrictive covenants contained in the employment agreement between Vignola and STA. By order dated August 31, 1988, the Supreme Court found that the one-year restrictive covenant contained in the employment agreement governing the solicitation of STA clients and employees was reasonable in its entirety. However, the court held an evidentiary hearing with respect to the three-year restrictive covenant contained in the employment agreement governing the disclosure of "Know-How". The hearing addressed the issues of whether STA's client lists constituted confidential trade secrets entitled to protection and whether the three-year restrictive covenant with respect thereto was reasonable. Following the hearing, the Supreme Court granted a permanent injunction concerning the one-year nonsolicitation restrictive covenant (not at issue on this appeal) but ruled that the three-year restrictive covenant contained in the employment agreement governing the disclosure of "Know-How" was unreasonable and unenforceable. It also dismissed those causes of action sounding in tortious interference with contract against Commercial for want of proof.
STA established its entitlement to an injunction, but only with respect to the protection of its client lists (see, W.T. Grant Company v. Srogi, 52 N.Y.2d 496, 438 N.Y.S.2d 761, 420 N.E.2d 953; Albini v. Solork Assoc., 37 A.D.2d 835, 326 N.Y.S.2d 150). Restrictive covenants will be enforced if reasonably limited temporally...
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