Univ. of Florida, Bd. of Trustees v. Sanal, 1D02-833.
| Decision Date | 29 January 2003 |
| Docket Number | No. 1D02-833.,1D02-833. |
| Parties | The UNIVERSITY OF FLORIDA, BOARD OF TRUSTEES, Appellant, v. Salahattin M. SANAL, M.D., Appellee. |
| Court | Florida District Court of Appeals |
John F. Dickinson and Margaret A. Philips of Constangy, Brooks & Smith, LLC, Jacksonville, for Appellant.
M. Scott Thomas and Gregory A. Lawrence of Thomas & Lawrence, P.A., Jacksonville, for Appellee.
The University of Florida seeks review of a summary final judgment entered against it on its complaint seeking enforcement of an agreement not to compete included in a contract by which it employed Dr. Sanal. Because we conclude that the trial court correctly determined that the University failed to carry its burden to prove that a "legitimate business interest," as that term is defined in section 542.335(1)(b), Florida Statutes (1999), supported enforcement of the non-compete agreement, we affirm.
On appeal, the parties do not dispute either the operative facts or the applicable law. Rather, the University argues that the trial court misconstrued the controlling statute and, as a result, reached an erroneous conclusion. The standard of review for this pure question of law is de novo. E.g., Dixon v. City of Jacksonville, 774 So.2d 763, 765 (Fla. 1st DCA 2000)
().
The University hired Dr. Sanal (who is a physician specializing in hematology and oncology) in August 1999 as a clinical associate professor of medicine in the division of hematology/oncology at the University of Florida Health Science Center/Jacksonville. The written employment contract specified that Dr. Sanal's responsibilities would "include teaching, research, patient care and some administrative duties." It also contained the following non-compete provision:
Upon termination of your employment with the University, whether through your resignation, your retirement from employment with the University, or the non-renewal or termination of this or any succeeding agreement, you (including an organization in which you are a shareholder, partner, employee or agent) agree that for a period of two years from the termination, you will not engage in a community based clinical practice within a radius of fifty miles from any location which has been the situs of your major faculty clinical teaching assignment with [sic] the two years preceding the date of termination.
Dr. Sanal's employment with the University ended on July 20, 2001. On July 23, 2001, Dr. Sanal began working with Jacksonville Oncology Group as a hematologist/oncologist treating disease processes comparable to those he treated while employed by the University. Jacksonville Oncology Group is "a community based clinical practice" located less than 50 miles from the University's Jacksonville facility.
The University filed its complaint seeking preliminary and permanent injunctive relief pursuant to section 542.335, Florida Statutes, alleging that Dr. Sanal was violating the non-compete agreement and causing irreparable injury to its "legitimate business interests," which it identified as "substantial relationships with prospective and existing patients within the geographic area defined by the [a]greement." Dr. Sanal filed an answer in which he denied the foregoing allegations, and asserted, as an affirmative defense, that the non-compete agreement was "not reasonably necessary to protect any legitimate business interest of the [University] and [wa]s, therefore, unenforceable as a matter of law." Subsequently, Dr. Sanal filed a motion for summary judgment, in which he claimed that "[t]he undisputed record before th[e] [c]ourt demonstrate[d] that the subject non-competition covenant [wa]s not supported by any legitimate business interest and [wa]s, therefore, void and unenforceable."
The University was unable to establish that Dr. Sanal had provided care to any of its former patients since joining Jacksonville Oncology Group. It was unable to identify a single patient treated by Dr. Sanal during his employment with it who had followed him for continuing care. It was unable to identify any patient who was unaccounted for, such that it would have reason to believe that the patient had left the University to follow Dr. Sanal. Moreover, the University had not realized any marked decrease in its hematology/oncology patient population since Dr. Sanal had begun working for Jacksonville Oncology Group. In fact, it was undisputed that Dr. Sanal had treated only established patients of Jacksonville Oncology Group or new patients referred to the Group under the name of a senior member of the Group.
Unable to establish that any relationship with any existing patient had been affected, the University argued that it was, nevertheless, entitled to injunctive relief because it "ha[d] a legitimate, protectible business interest in its prospective patient base." However, it presented no evidence to identify any specific prospective patients. Rather, the University's position appears to have been that "its prospective patient base" included all persons residing within a 50-mile radius of its Jacksonville facility, because they might need the services of a hematologist/oncologist in the future.
The trial court concluded that Dr. Sanal was "practicing medicine in violation of the terms of the non-compete agreement." However, it concluded, further, that the University had failed to establish that it had any "legitimate business interest," as that term is defined in section 542.335(1)(b), Florida Statutes, that would be affected unless the relief requested by the University was granted. Rather, it concluded that the University was essentially seeking to eliminate "generic competition in the medical marketplace," a result not permitted by section 542.335. Accordingly, the trial court denied the University's request for temporary injunctive relief, and granted Dr. Sanal's motion for summary judgment. In doing so, however, the trial court stated that its actions were not intended to prevent the University "from filing another action in the event that [Dr. Sanal] either actively or passively solicits business from patients he formerly treated while employed by [the University]." This appeal follows.
The parties agree that the outcome of this appeal is controlled by section 542.335(1)(b)3, Florida Statutes (1999), which, to the extent pertinent, reads:
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