Trane US Inc v. Plazek et al
Filing
97
OPINION AND ORDER: The Stipulated Temporary Restraining Order, Paragraph 5, (a) through (d) inclusive, is hereby STRICKEN and the 47 MOTION to Modify Temporary Restraining Order filed by Jody Selvage is GRANTED. In all other respects, the TRO remains in effect as set forth in ECF No 21. Signed by Judge Theresa L Springmann on 9/2/2011. (lns)
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF INDIANA
FORT WAYNE DIVISION
TRANE U.S., INC.,
Plaintiff,
v.
PAUL H. PLAZEK, JODY SELVAGE,
BRUCE A. MERRYMAN,
JOHN W. GILBERT, and BUILDING
TEMPERATURE SOLUTIONS, LLC,
Defendants.
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CAUSE NO.: 1:09-CV-338-TLS
OPINION AND ORDER
This matter is before the Court on Defendant Jody Selvage’s Motion to Modify Temporary
Restraining Order [ECF No. 47], filed on November 17, 2010. Defendant Selvage objects to the
continuing validity of one section of the Stipulated Temporary Restraining Order [ECF No. 21],
which was entered on December 8, 2009, pursuant to the parties’ agreement, extended pursuant to
the parties’ Joint Motion to Continue Preliminary Injunction Hearing, Extend Stipulated Temporary
Restraining Order, and Extend Discovery Deadlines [ECF No. 24], and extended again by the
Court’s Order on February 5, 2010 [ECF No. 38]. For the reasons discussed below, the Court grants
Defendant Selvage’s Motion to Modify Temporary Restraining Order.
BACKGROUND
The Plaintiff, Trane U.S., Inc., filed suit against four Defendants — Paul H. Plazek, Jody
Selvage, Bruce A. Merryman, and John W. Gilbert — on November 25, 2009, in the Allen County
Circuit Court, Allen County, Indiana [ECF No. 1]. On December 1, 2009, the Defendants removed
the case to federal court under diversity jurisdiction [ECF No. 4], and on November 16, 2010, the
Plaintiff was granted leave to file an Amended Complaint naming Building Temperature Solutions,
LLC, as a Defendant [ECF No. 46].
All four original Defendants were formerly the Plaintiff’s employees. All four original
Defendants left employment with the Plaintiff in early November 2009, and subsequently began
employment with Building Temperature Solutions, LLC.
In its Complaint and Amended Complaint, Plaintiff alleges breach of contract,
misappropriation and misuse of trade secrets, conversion, breach of fiduciary duty, computer
trespass, and tortious interference with contractual relations and business expectancy. Specifically
with reference to Defendant Selvage and this Motion to Modify Temporary Restraining Order, the
Plaintiff alleges that Selvage, as a condition of his employment with the Plaintiff, entered into a
restrictive covenant with the following provision:
Customer Non-Solicitation. For 12 months following the end of his/her employment with
the Company, for whatever reason, Employee agrees not to directly or indirectly attempt
to sell to any Restricted Customer any goods or services competitive with those offered
for sale by the Company during the 12 months prior to termination of his/her
employment.
(First Am. Verified Compl. ¶ 26, ECF No. 46.) “Restricted Customer” was defined in the restrictive
covenant as “any individual or entity for whom/which the Company provides or has provided
services or products or has made a proposal to provide services or products and with whom/which
the Employee had contact on behalf of the Company during the 18 months preceding the end of
Employee’s employment by Company.” Id. Defendant Selvage admits signing this covenant.
(Defendants’ Answer and Affirmative Defenses to Pl.’s First Am. Compl. ¶ 26, ECF No. 67.)
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On December 8, 2009, the parties submitted a Stipulated Temporary Restraining Order (“the
TRO”), which the Court granted [ECF No. 21]. With respect to Defendant Selvage, the TRO
provided as follows:
Defendant Selvage is enjoined and restrained, directly and indirectly, and whether
alone or in concert with others, including any officer, agent, employee, and/or
representative of Defendant Selvage’s new business and/or employer, until this
Court may conduct a preliminary injunction hearing and thereafter until further order
of this Court, as follows:
(a)
from attempting to sell to any individual or entity for which Trane
provides or has provided services or products, or has made a proposal
to provide services or products, and with whom/which Selvage had
contact on behalf of Trane during the 18 months preceding his
resignation, any goods or services competitive with those offered for
sale by Trane during the 18 months prior to Selvage’s resignation
(TRO ¶ 5, ECF No. 21.) By its terms, the TRO was to be in effect until a hearing on the Plaintiff’s
Motion for Preliminary Injunction, scheduled for December 18, 2009. But pursuant to the parties’
Joint Motion to Continue Preliminary Injunction Hearing, Extend Stipulated Temporary Restraining
Order, and Extend Discovery Deadlines [ECF No. 24], the Court extended the TRO until
completion of the preliminary injunction hearing and ruling on the Plaintiff’s Motion for
Preliminary Injunction [ECF No. 25]. Discovery commenced in January 2009, and by the parties’
agreement the Court extended the TRO [ECF No. 38], denying without prejudice the Motion for
Temporary Restraining Order and Motion for Preliminary Injunction [ECF No. 2]. The TRO
remains in effect.
On November 17, 2010, Defendant Selvage filed this Motion to Modify Temporary
Restraining Order [ECF No. 47], arguing that by its terms his restrictive covenant with the Plaintiff
expired one year after the termination of his employment, and as such the relevant portion of the
TRO should be vacated. The Plaintiff filed a response to Defendant Jody Selvage’s Motion to
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Modify Temporary Restraining Order on December 6, 2010 [ECF No. 49], asking leave to file a
supplemental response after the deposition of Defendant Selvage. Subsequently, the parties filed a
Joint Motion to Stay Briefing on Defendant Jody Selvage’s Motion to Modify Temporary
Restraining Order [ECF No. 54], requesting the opportunity to file supplemental response and reply
briefs after a pending mediation, the outcome of which might make further briefs unnecessary. The
Court granted leave to file supplemental briefs on the Motion after mediation, if unsuccessful [ECF
No. 56]. On February 15, 2011, the parties met for mediation, but did not reach a resolution. [ECF
No. 66]. Therefore, the Plaintiff filed a Supplemental Response to Defendant Jody Selvage’s Motion
to Modify Temporary Restraining Order [ECF No. 70] on March 15, 2011, and the Defendant
responded with Defendant Jody Selvage’s Reply Brief in Support of His Motion to Modify the
Temporary Restraining Order [ECF No. 82] on April 15, 2011.
DISCUSSION
Defendant Selvage has been enjoined from certain business activities for well over a year.
Although the enforceability of his restrictive covenant is not yet before the Court, the basic legal
principle that covenants not to compete are disfavored in law applies with force to this situation. See
Osler Inst., Inc. v. Forde, 333 F.3d 832, 838 (7th Cir. 2003) (“Under Indiana law . . . covenants not
to compete in employment agreements are disfavored and must be reasonably necessary to protect
an employer’s interests.”); Harvest Ins. Agency, Inc. v. Inter-Ocean Ins. Co., 492 N.E.2d 686,
688–89 (Ind. 1986) (“Covenants not to compete are in restraint of trade and are not favored by the
law”; additionally, they are “deemed reasonable only where the restraint is reasonably necessary to
protect the employer, is not unreasonably restrictive of the employee and is not against public
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policy”); F.W. Means & Co. v. Carstens, 428 N.E.2d 251, 261 (Ind. Ct. App. 1981) (“Employment
contracts containing covenants not to compete are in restraint of trade and therefore not favored in
law.”). Here the Plaintiff asks the Court to extend the provisions of the TRO as a form of injunctive
relief. Bearing in mind that “[w]here there are no special or extenuating circumstances, injunctive
relief beyond the terms of the restrictive covenant of an employment contract is not a proper
remedy,” id., the Court declines to extend Paragraph 5 of the TRO. Although the Court agrees with
the Plaintiff that Defendant Selvage has violated the terms of the TRO in part, the extreme remedy
of extended injunctive relief is not appropriate.
A.
Violations of the TRO
By its own terms, the restrictive covenant signed by Defendant Selvage expired one year
after he left employment with the Plaintiff. He terminated his employment on November 13, 2009,
therefore the restrictive covenant was to run until November 12, 2010. Defendant Selvage admits he
may have engaged in some conduct that is technically in violation of the restrictive covenant during
the time between leaving employment with the Plaintiff and the entry of the TRO on December 8,
2009. (Defendant Jody Selvage’s Reply Br. in Supp. of His Mot. to Modify the TRO at 5, ECF No.
82.) But that time period is not in issue on the Motion to Modify. The issue before the Court is
whether to extend the TRO, and on its face it appears the Plaintiff has had the benefit of its bargain.
From December 8, 2009, until the present, Defendant Selvage has been restrained by this Court’s
Order. The Plaintiff’s restrictive covenant was to give the Plaintiff one year of compliance, but by
the terms of the continuing TRO, the Plaintiff has now enjoyed more than eight additional months of
compliance. On its face, Defendant Selvage’s request to discontinue the TRO is reasonable.
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The Plaintiff counters by arguing that Defendant Selvage has violated the TRO, and indeed
has never been in compliance with the terms under which he was bound. As a remedy, the Plaintiff
suggests that the Court issue a new restraining order to bind Defendant Selvage for one year from
the date he begins complying with the restraining order. See JAK Prods., Inc. v. Wiza, 986 F.2d
1080 (7th Cir. 1993) (upholding a finding that a one-year restrictive employment covenant should be
enforced for one year from the date of the injunction — in other words, one year from the date of
compliance — instead of one year from the employment termination date). Concerning the alleged
violations, the Plaintiff cites to Marsh USA, Incorporated v. Karasaki, No. 08 Civ. 4195(JGK), 2008
WL 4778239 (S.D.N.Y. Oct. 31, 2008), arguing that Defendant Selvage is violating the TRO under
a theory of indirect selling, as articulated in Marsh.1 For the reasons discussed below, the Court
agrees in part, and disagrees in part, with the Plaintiff’s analysis.
1.
Marsh USA, Inc. v. Karasaki
The defendant in Marsh — Chad W. Karasaki — was an insurance company executive who
had signed two restrictive employment covenants with the plaintiff, his former employer. Id. at
*3–4. Immediately upon leaving employment with the plaintiff, Karasaki began working for a
competitor insurance company and took substantial steps to solicit business and employees away
from his former employer. Id. at *4–12. Although Karasaki did not personally meet with his former
clients to convince them to do business with his new firm, he gave contact information to his new
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Neither the Plaintiff nor Defendant Selvage cites any authority from within the Seventh Circuit
to show how Defendant Selvage’s conduct does or does not violate the TRO. The Court finds the Marsh
court’s analysis persuasive and will apply it. See also Corporate Expr. Office Prods., Inc. v. Brown, No.
00-C-608-C, 00-C-666-C, 2001 WL 34381111, at *10 (W.D. Wis. July 18, 2001) (finding that former
employee’s level of involvement was the key issue on the question of whether former employee had
indirectly violated his restrictive employment covenant).
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employees and closely monitored communications between his new firm and his former clients,
ensuring that his former clients were contacted and ensuring that his new firm solicited their
business. Id. at *5–9. At issue before the court in Marsh was the plaintiff’s request for a preliminary
injunction, and in that context the court considered whether the plaintiff was likely to succeed on the
merits in showing that Karasaki had violated the terms of his restrictive covenants. Id. at *19–20.
Specifically, the court considered whether Karasaki’s use of other employees at his new place of
business to solicit business away from the plaintiff constituted indirect solicitation that would likely
violate his restrictive covenants. The court found that it did:
Karasaki maintains that because he did not directly participate in any of the meetings
and did not initiate contact with any of his former clients, he did not violate the nonsolicitation provision of the agreement with respect to clients. This argument,
however, overlooks the facts that the [restrictive covenants] bar indirect as well as
direct solicitation. It is plain that Karasaki played a central role in organizing the
solicitation of his former clients. He indirectly solicited those clients by organizing
others to attend the meetings and make the presentations, as he well knew he could
not do so directly. The agreements prevented him from indirectly soliciting his prior
clients and that is precisely what he did. He cannot escape liability simply because
another Aon executive attended the meetings for him. Taking into account the
evidence that third-parties solicited Karasaki’s former Marsh clients using the lure of
his name, that Karasaki closely managed the initiation, follow-up, and tracking of
solicitation activity, and that he directly communicated with and prepared solicitation
documents for at least one client, Marsh has shown a likelihood of success in
proving that Karasaki has breached the non-solicitation provision of the agreements
with respect to former Marsh clients.
Id. at *20. Because of Karasaki’s active involvement in the solicitation of business from his former
employer, the court found that he was likely indirectly soliciting business in violation of his
covenants. Karasaki’s situation is instructive — both for its similarities and its dissimilarities to
Defendant Selvage’s situation.
2.
Dupont Hospital
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Dupont Hospital is a local business formerly served by the Plaintiff, and serviced by
Defendant Selvage when he worked for the Plaintiff. In April 2010, Dupont Hospital informed the
Plaintiff that it had contracted with Defendant Selvage’s new firm instead of the Plaintiff.
Specifically, the hospital representative wrote: “I did award the service agreement to BTS. To be
honest it was simply cost for service and knowing I was getting Jody [Selvage] as my primary
serviceman pretty much sealed the deal.” (Pl’s Resp, Ex. 1, ECF No. 49–1.) It is undisputed that
Dupont Hospital was one of the customers covered under Paragraph 5 of the TRO, meaning that
Defendant Selvage was enjoined from directly or indirectly attempting to sell Dupont Hospital any
goods or services competitive with those offered by the Plaintiff. The record further indicates that
Paul Plazek — another Defendant and employee of BTS — told the hospital representative that
Defendant Selvage was available to be the service technician if the hospital signed with BTS.
(Plazek Dep. 198:3–199:1, ECF No. 78-3.) The Plaintiff alleges this understanding between Dupont
Hospital and BTS meets the definition of indirect solicitation as outlined in Marsh. But given the
distinct situations, the Court declines to read Marsh so broadly.
The Marsh court found it significant that Karasaki’s employees solicited Karasaki’s former
clients, “using the lure of his name.” Marsh, 2008 WL 4778239, at *20. But Karasaki’s active
participation in the indirect solicitation was equally important. See id. (“Karasaki closely managed
the initiation, follow-up, and tracking of solicitation activity.”). Here the Plaintiff has shown that
another Defendant may have used Defendant Selvage’s name as part of the lure to obtain Dupont
Hospital’s business. But there has been no indication that Defendant Selvage was in any way
involved in that decision. Indeed, the records shows that Defendant Selvage did not identify Dupont
as a customer for BTS, did not instruct Plazak to contact Dupont, did not draft a business proposal
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for Dupont, and did not manage any necessary follow-up with Dupont. (Selvage Decl. ¶ 10, ECF
No. 82-1.) Furthermore, Defendant Plazek states not that he volunteered Defendant Selvage’s name
in an attempt to get the contract, but that Dupont Hospital’s representative asked if Defendant
Selvage could do the work. (Plazek Dep. 198:20.) The facts before the Court indicate that it was
Dupont Hospital that was attempting to buy Defendant Selvage’s services, not Defendant Selvage in
any way attempting to sell services to Dupont Hospital.
Under these facts, the Court finds that Defendant Selvage has not violated the TRO by
indirectly attempting to sell services to Dupont Hospital. Absent even a minimal showing of active
participation by Defendant Selvage, and given the statements before the Court, the Plaintiff’s
arguments fail.
3.
June 7, 2010 Email
On June 7, 2010, Defendant Selvage received an email from an operations officer at one of
the Plaintiff’s former clients.2 (Pl.’s Supplemental Resp., Ex. 13, ECF No. 78-14.) The TRO
enjoined Defendant Selvage from attempting to sell any goods or services to this client. The email is
a request for services from the client to Defendant Selvage. The Plaintiff points to a later invoice
showing that BTS — Defendant Selvage’s employer — did in fact perform the services requested
by the client. (Pl.’s Supplemental Resp., Ex. 14, ECF No. 78-15.) The Plaintiff argues that these
facts substantiate an instance of indirect selling in violation of the TRO. The Court disagrees.
2
The identity of the Plaintiff’s former client and certain other details from the email are sealed
pursuant to Court Order [ECF No. 75].
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The email in question is a message from a customer to Defendant Selvage, not the other way
around. Here the customer is soliciting Defendant Selvage for his business’s services; Defendant
Selvage is not shown to be actively pursuing this business opportunity in any way. The terms of the
TRO enjoin Defendant Selvage from attempting to sell goods or services. But the TRO does not
enjoin him from working when a customer attempts to buy goods or services. This is in stark
contrast to Karasaki’s actions in Marsh. There, Karasaki actively pursued business opportunities
with former clients. Marsh, 2008 WL 4778239, at *5–9. Here, the evidence shows only that the
customer actively pursued a business opportunity with Defendant Selvage. Under these facts,
Defendant Selvage has not violated the TRO.
4.
November 2010 Incident
In his Declaration [ECF No. 82-1], Defendant Selvage admits that in November 2010, in the
course of providing regular services for Dupont Hospital, he identified a business opportunity for
BTS. The business opportunity was cleaning the tubes for three of Dupont Hospital’s main chillers.
(Id.) Defendant Selvage, because he had been instructed not to approach Dupont Hospital about
additional business, passed this information along to John Gilbert — another named Defendant —
who contacted Dupont Hospital about the service. (Id.) BTS ultimately performed the service,
netting $1,940 in revenue. (Id.)
This conduct violates the TRO. The TRO enjoins Defendant Selvage, whether alone or in
concert with others, and whether directly or indirectly, from attempting to sell to Dupont Hospital
any goods or services competitive with those offered by the Plaintiff. Here, although Defendant
Selvage did not directly mention this service opportunity to Dupont Hospital, he did take the lead
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in ensuring that his new company would get the work. He contacted his fellow employee at BTS,
who contacted Dupont Hospital, and the result was BTS obtaining business which otherwise could
have been performed by the Plaintiff. Like Karasaki in Marsh, Defendant Selvage ensured the
initiation of the business opportunity, and although he did not do it directly, he did it indirectly
through the agency of another BTS employee. The TRO prohibits Defendant Selvage from doing
indirectly what he knew he was enjoined from doing directly. Thus, his conduct violates the TRO.3
5.
January 2011 Incident
Finally, in his Declaration, id., Defendant Selvage also admits that in January 2011, in the
course of providing regular services for Glenbrook Square Mall, he identified an additional business
opportunity for BTS. The opportunity was maintenance needed to repair leaks on the mall’s chillers.
(Id.) Defendant Selvage again contacted Defendant Gilbert so that he would not have to directly
approach Glenbrook Square Mall about the potential services. Defendant Gilbert did obtain the
business for BTS, although as of the time of briefing the work had not yet been completed or
invoiced. (Id.)
By the same reasoning as above, this conduct violates the TRO. Defendant Selvage was
enjoined from attempting to sell services to Glenbrook Square Mall. He identified a business
opportunity. Then, instead of approaching Glenbrook Square Mall directly about the potential
3
Defendant Selvage argues that because his original restrictive covenant with the Plaintiff
involved two clauses, both a restriction on selling and a restriction on providing services, yet the TRO
only encompasses the restriction on selling, he cannot be found in violation of the TRO for what amounts
only to providing services. (Def. Jody Selvage’s Reply Br. at 6–8.) This argument is unavailing. While it
is true that an employee could provide services without either directly or indirectly selling, it does not
follow that an employee who provides services cannot also be selling. The question is whether Defendant
Selvage has violated the TRO by indirectly selling. The Court concludes that he has.
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business, he used another employee of BTS to accomplish the same thing. Defendant Selvage’s
conduct violates the TRO. As in Marsh, “[t]he agreement[] prevented him from indirectly soliciting
his prior clients and that is precisely what he did.” Marsh, 2008 WL 4778239, at *20. He solicited
Glenbrook Square Mall indirectly, he obtained the business opportunity against the Plaintiff’s
interest, and he violated the terms of the TRO.
B.
Remedy for Violation of the TRO
Having established that Defendant Selvage was on two occasions in violation of the TRO,4
the Court now considers an appropriate remedy. Employment covenants not to compete “restrain
free trade and are not favored by Indiana’s courts.” Franke v. Honeywell, Inc., 516 N.E.2d 1090,
1092 (Ind. Ct. App. 1987). Additionally, injunctive relief is “not intended to enlarge the plaintiff’s
rights.” Id. Rather, “[w]here there are no special or extenuating circumstances, injunctive relief
beyond the terms of the restrictive covenant of an employment contract is not a proper remedy.”
Carstens, 428 N.E.2d at 261.
The Plaintiff asks the Court to institute a new one-year restraining order against Defendant
Selvage, with the one-year term to begin on the date he begins to abide by the terms of the TRO.
The Plaintiff cites JAK Productions, Incorporated v. Wiza, 986 F.2d at 1090, for the principle that a
restrictive covenant’s term does not begin until the date of compliance. But that principle is
unavailing here. In Wiza, the record showed that the defendant violated the restrictive covenant
4
The Plaintiff spends considerable time arguing that service technicians like Defendant Selvage
regularly engage in sales activities. (See Pl.’s Supplemental Resp. at 8–10.) This is not the issue. The
question is not whether service technicians in general can engage in sales activities, the question is
whether Defendant Selvage specifically violated the terms of the TRO by attempting to sell, either
directly or indirectly, to certain customers. The evidence before the Court only proves two violations by
Defendant Selvage.
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continuously from the date of termination of employment until the date of the injunction. Id. Thus,
the district court chose to begin crediting the defendant’s compliance with the one-year covenant on
the date of the injunction, and the Seventh Circuit affirmed. Id. at 1091. Defendant Selvage also
admits that he engaged in technical violations of the restrictive covenant from the time of
termination of employment until entry of the TRO.5 And the facts before the Court indicate that, as
in Wiza, Defendant Selvage did begin complying with the terms of the TRO when it was initially
entered. Applying the logic of Wiza, the restrictive covenant’s term begins on the TRO’s start date
— December 8, 2009. The Plaintiff has additionally shown that Defendant Selvage violated the
terms of the TRO, but not until eleven months after he began complying.
Bearing in mind that the terms of the restrictive covenant require one year of compliance, the
Court finds an additional one-year restraining order too harsh a remedy. Injunctive relief is “not
intended to enlarge a plaintiff’s rights.” Franke, 516 N.E.2d at 1092. To grant an additional one year
restraint upon free trade when the Plaintiff has already enjoyed the substantial benefit of the bargain
—at least eleven months of compliance, not to mention compliance since early 2011 — would be to
enlarge the Plaintiff’s rights.6 The Court finds that there are no “special or extenuating
5
Although Defendant Selvage obviously does not admit, nor does the Court opine on, the
enforceability of the restrictive covenant.
6
The Plaintiff additionally cites to Illinois cases where restrictive covenants have been extended
due to violations of the injunction by the former employee. See Brown & Brown, Inc. v. Ali, 592 F. Supp.
2d 1009, 1050 (N.D. Ill. 2009) (restrictive employment covenant extended due to violation of the
injunction); Prairie Eye Ctr., Ltd. v. Butler, 768 N.E.2d 414, 424 (Ill. App. Ct. 2002) (extension of
restrictive employment covenant due to violation of the injunction approved); Vascular & Gen. Surgical
Assocs., Ltd. v. Loiterman, 599 N.E.2d 1246, 1253 (Ill. App. Ct. 1992) (same). But the Plaintiff ignores
the logic of those decisions. The Illinois courts extended injunctions in order to give the plaintiffs the
benefits of their bargains. See Brown & Brown, 592 F. Supp. 2d at 1050 (extending injunction because
the defendant “depriv[ed] Brown of the benefit of the agreement during this period”); Prairie Eye Ctr.,
768 N.E.2d at 424 (extending injunction “to enforce the covenant not to compete for which Prairie
bargained and did not receive”). Unlike these cases, the Plaintiff has already enjoyed the substantial
benefit of the bargain and is not entitled to an extended injunction.
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circumstances” that would justify ordering injunctive relief beyond the terms of the original
covenant. Carstens, 428 N.E.2d at 261.
The Plaintiff has not shown why damages are an insufficient remedy for two isolated
violations of the TRO. Accordingly, the Court denies the Plaintiff’s request for extended injunctive
relief and modifies the TRO as requested by Defendant Selvage.
CONCLUSION
The Stipulated Temporary Restraining Order, Paragraph 5, (a) through (d) inclusive, is
hereby STRICKEN, and Defendant Jody Selvage’s Motion to Modify Temporary Restraining Order
[ECF No. 47] is GRANTED. In all other respects, the TRO remains in effect as set forth in ECF No.
21.
SO ORDERED on September 2, 2011.
s/ Theresa L. Springmann
THERESA L. SPRINGMANN
UNITED STATES DISTRICT COURT
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