Moon et al v. Medical Technology Associates, Inc.

Filing 129

ORDER denying 104 Defendant's Motion for Partial Summary Judgment due to the existence of disputed material facts for each issue raised. See Order for details. Signed by Judge Elizabeth A. Kovachevich on 3/17/2015. (rjm)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
ALFRED MOON, ALFRED MOON, JR.,
CHERYL MOON and MEGAN WHITE,
Plaintiffs/Counter-Defendants,
v.

CASE NO. 8: 13-cv-02782-EAK-EAJ

MEDICAL TECHNOLOGY ASSOCIATES,
INC.,
Defendant/Counter-Claimant.

/
ORDER
This cause comes before the Court on Defendant’s Motion for Partial Summary Judgment,
(Doc. 104), filed December 5, 2014, and Plaintiffs’ Response in Opposition, (Doc. 113), filed
December 19,2014. For the reasons that follow, Defendant’s Motion is DENIED.
BACKGROUND
Medical Technology Associates, Inc. (“MTA”) is a national healthcare compliancy testing,
service, and equipment provider, with offices and service centers located throughout the United
States.

MTA provides medical gas pipeline equipment, repairs, and services to numerous

businesses in the healthcare community, as well as system testing and construction certification,
preventative maintenance programs, medical gas pipeline full system repair and service, medical
air compressor and vacuum pump rebuild services, and ventilation surveys of critical care areas,
patient rooms, operating rooms, and laboratories. MTA also markets and sells medical gas
plumbing certification courses.
On July 7, 2008, MTA purchased Moon Medical, Inc.’s (“Moon Medical”) tangible and
intangible assets, including goodwill and its entire list of customers from Mr. Alfred Moon (“Mr.

Moon”) and Mrs. Cheryl Moon (“Mrs. Moon”)—the sole shareholders, directors, and officers at
Moon Medical. Mr. and Mrs. Moon, their daughter Megan White (“Ms. White”), and their son
Alfred “Chip” Moon, Jr. (“Mr. C. Moon”) were all employees of Moon Medical.
As part of this transaction, MTA employed the Plaintiffs: Mr. Moon became regional
manager for MTA’s Midwest region, which included Kansas, Missouri, Nebraska, and Iowa.
MTA later promoted Mr. Moon to director of field development, which had a national scope. MTA
employed Mrs. Moon in an administrative capacity, in which Mrs. Moon primarily produced
reports and answered phones.

Mrs. Moon also worked on project-related work for Blake

Petrunick, then CEO of MTA. Mrs. Moon had little-to-no contact with customers.

MTA

employed Ms. White as the bid and special sales/project management, where she handled bidding,
inside sales, scheduling, and customer service. MTA initially employed Mr. C. Moon in the
position of field technician for medical gas verifications, and later promoted him to facility sales,
in which he conducted certifications and annual inspections. The Plaintiffs were responsible for
MTA’s Midwest Region, although each individual also worked for particular longtime customers
of Moon Medical. Mrs. Moon’s employment with MTA ended on May 31,2010. Mr. Moon, Ms.
White, and Mr. C. Moon resigned from MTA employment by October 2013.
LEGAL STANDARD
Summary judgment is appropriate if the pleadings, discovery, disclosure materials on file,
and any affidavits demonstrate there is no genuine issue as to any material fact, and the movant is
entitled to judgment as a matter of law. Fed. R. Civ. P. 56(c).
The plain language of Rule 56(c) mandates the entry of summary
judgment after adequate time for discovery and upon motion,
against a party who fails to make a showing sufficient to establish
the existence of an element essential to that party’s case, and on
which that party will bear the burden of proof at trial.

Celotex Corp. v. Catrett. All U.S. 317 (1986).
The appropriate substantive law will guide the determination of which facts are material
and which facts are irrelevant. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). All
reasonable doubts about the facts and all justifiable inferences are resolved in favor of the non­
movant. Fitzpatrick v. City of Atlanta. 2 F.3d 1112,1115 (11th Cir. 1993). A dispute is genuine
if the evidence is such that a reasonable jury could return a verdict for the non-moving party. See
Anderson. 477 U.S. at 248. However, if the evidence is merely colorable.. .or is not significantly
probative.. .summary judgment may be granted. Id. at 249-250.
ANALYSIS
I.

Plaintiffs’ Alleged Breaches
MTA first moves for summary judgment on Plaintiffs’ alleged breaches. Plaintiffs raise

factual and legal disputes to MTA’s contentions. Each will be taken in turn.
A. Mrs. Moon
MTA alleges Mrs. Moon breached her enforceable contracts by rendering services to, and
engaging in, a business whose products or activities compete in whole or in part with MTA in any
county in which MTA sold products or services during the sixty months immediately preceding
Mrs. Moon’s execution of the agreements. (Doc. 104). Plaintiffs contend both that Mrs. Moon’s
contract is unenforceable due to temporal limitations and that any alleged conduct would not
violate the agreements because the scope of business is in dispute. (Doc. 113).
Disputed material facts exist to preclude summary judgment on the enforceability of Mrs.
Moon’s contracts. As discussed in this Court’s Order granting in part Plaintiffs’ Motion for Partial
Summary Judgment, while the contracts for Mr. and Mrs. Moon were drafted differently to include
sale provisions in Mr. Moon’s but not Mrs. Moon’s restrictive covenants, Mrs. Moon and at least

one MTA employee testified Mrs. Moon understood her restrictive covenants were considered in
part for the sale of Moon Medical.

Accordingly, the finders of fact must determine the

enforceability of Mrs. Moon’s contracts and restrictive covenants.
Even if the Court were to determine the contracts and restrictive covenants were
enforceable as a matter of law, the finders of fact would still be required to determine whether a
breach occurred. MTA claims “it is irrelevant whether MTA provided training in [certain]
counties.” (Doc. 104 at 8). Plaintiffs, however, dispute MTA’s contention that it marketed and
sold training courses in the Midwest; through testimony of MTA’s corporate representative Nancy
Hunter, Plaintiffs assert MTA employed only one individual capable of conducting training
courses, and those courses were only offered in Florida, Colorado, and the Bahamas during the
time period leading up to MTA’s acquisition of Moon Medical. (Doc. 112 at f44). Because the
scope of the business is clearly disputed and the record disputes cannot definitively resolve the
matter without making a factual determination, summary judgment on this matter must be denied.
See FC Online Mktg.. Inc. v. Costa. 2014 WL 6473770 at *7 (M.D. Fla. November 18,2014).
B. Mr. Moon, Mr. C. Moon, and Ms. White
i.

Confidential Information

MTA claims Plaintiffs are using confidential information to gain an unfair competitive
advantage, in contravention of the employment agreements and restrictive covenants. (Doc. 104
at 9-10). Plaintiffs dispute the information is confidential. (Doc. 113). At the injunction hearing,
this Court previously heard and analyzed evidence and testimony relating to the confidential nature
of MTA’s customer information and pricing—the same customer information and pricing at issue
here—and, therefore, the Court incorporates by reference that analysis. (Doc. 125). For the
reasons previously discussed, as well as Plaintiffs’ recitation of disputed material facts, the Court

finds material facts are in dispute that preclude summary judgment. The record evidence presents
numerous material factual conflicts: the Plaintiffs and certain MTA employees testified the
customer information and pricing was not necessarily always confidential, and that some clients
or customers would provide customer information and pricing in “last look” scenarios; Ms. Hunter
testified she could not definitively state what information—if any—Plaintiffs took from MTA via
a USB device; and publicly-available databases provide some of the allegedly confidential
information. The request for summary judgment is DENIED,
ii.

Substantial Customer Relationships

MTA next claims it is entitled to protection of the customers with which it has a substantial
relationship.

MTA argues an “active, ongoing relationship” with customers “[w]here an

employee...gains substantial knowledge of his former employer’s customers, their purchasing
history, and their needs and specifications” satisfies the test for substantial customer relationships.
(Doc. 104 at 12). Plaintiffs argue the industry is based on bidding and, therefore, substantial
relationships cannot exist, or that, in the alternative, disputed material facts exist to preclude
summary judgment. (Doc. 113). At the injunction hearing, this Court previously heard and
analyzed evidence and testimony relating to MTA’s customer relationships and, therefore, the
Court incorporates by reference that analysis. (Doc. 125). For the reasons previously discussed,
as well as Plaintiffs’ recitation of disputed material facts, the Court finds material facts are in
dispute that preclude summary judgment. The exhibits MTA submitted for substantial customer
relationships and the methodology by which they were created were heavily impeached during the
injunction hearings. Some of the alleged substantial customer relationships existed with the
Federal Government—an entity with which MTA could not have a protected interest; Ms. Hunter
acknowledged that other entities may not have had any interactions with Plaintiffs; some entities

released the bidding information—that which MTA considers confidential—to competing
companies to obtain the lowest bid; and representatives for some companies stated the lack of
customer service and credit terms were responsible for ceased business. For the reasons previously
stated in the Court’s Order denying MTA’s preliminary injunction, as well as the disputed material
facts Plaintiffs cited in their Response, (Doc. 113), this request for summary judgment is DENIED,
iii. Disparagement
MTA finally argues Mr. Moon disparaged MTA when he stated MTA sought to stop him
from working anywhere in the country, then later admitted this statement was untrue. (Doc. 104).
Plaintiffs clarify Mr. Moon’s statement and admission to mean that MTA only attempted to restrict
his ability to work in 43 of the 48 continental United States. (Doc. 113). The intent of Mr. Moon’s
statement is left for a factual determination by the finders of fact. Summary judgment is DENIED.
C. Injunctive Relief
This Court has extensively considered MTA’s request for injunctive relief. On January 30,
2015, this Court denied MTA’s request for preliminary injunction, (Doc. 125), and the Court
incorporates by reference the analysis provided in said order. MTA’s newest motion for injunctive
relief does not shore up or quell the Court’s previous concerns with speculative damages and
injuries, especially given the conflicts in the record evidence and standard at this stage of litigation.
Therefore, MTA’s request for injunctive relief is DENIED.
II.

Fiduciary Duties
MTA finally moves for summary judgment on the issue of fiduciary duties the Plaintiffs

owed to MTA. MTA contends the Plaintiffs “owed a duty to MTA to exercise diligence and good
faith in matters related to their employment.. .[which] prohibited the [Plaintiffs] from engaging in
disloyal acts in competition against MTA.” (Doc. 104 at 25). MTA alleges “the [Plaintiffs] not

only referred MTA customers to Mrs. Moon for medical gas training, but also instructed
subordinates to do the same.” (Doc. 104 at 25). These actions, according to MTA, directly
contravene the Plaintiffs’ duty of loyalty owed to MTA. The Plaintiffs admit to diverting the
business, but state former MTA CEO Blake Petrunick not only knew about this practice, but
encouraged it. (Doc. 113 at 20-21). Plaintiffs offer testimony and record evidence suggesting the
complained-of behavior did not compete with MTA and MTA condoned the behavior because it
created otherwise non-existent competition for an MTA competitor in Oklahoma. (Doc. 113).
These material factual dispute preclude summary judgment on breach of fiduciary duties.
Accordingly, it is
ORDERED and ADJUDGED that Defendant’s Motion for Partial Summary Judgment is
DENIED for the reasons stated above.
DONE and ORDERED in Chambers, in Tampa, Florida, this

of March, 2015.