TechINT Solutions Group, LLC v. Sasnett

Filing 99

MEMORANDUM OPINION AND ORDER granting in part and denying in part 4 Motion for Preliminary Injunction. Signed by District Judge Elizabeth K. Dillon on 9/27/2018. (jv)

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF VIRGINIA
HARRISONBURG DIVISION
TECHINT SOLUTIONS GROUP, LLC,
Plaintiff,
v.
BRANDON SASNETT,
Defendant.

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9/27/2018
S/J.Vasquez

Civil Action No. 5:18-cv-00037
By: Elizabeth K. Dillon
United States District Judge

MEMORANDUM OPINION AND ORDER
In this action to enforce a non-solicitation agreement between TechINT Solutions Group,
LLC, and its former employee, Brandon Sasnett, TechINT has moved for a preliminary
injunction. (Dkt. No. 4.) The matter has been fully briefed and argued before the court. For the
following reasons, the court will grant TechINT’s motion for preliminary injunction, but will not
grant all of the relief requested in the motion.
I. INTRODUCTION1
TechINT provides intelligence and training services, including services regarding
Unmanned Aircraft Systems (UAS), to government and commercial clients. TechINT hired
Sasnett as an intelligence analyst in 2013.
On January 1, 2016, Sasnett entered into three agreements with TechINT: 1) a Profits
Interest Award Agreement, under which Sasnett was granted “award units” in TechINT and
admitted as a member; 2) an Amended and Restated Operating Agreement, which governed his
rights and obligations as a member; and 3) a Services Agreement (the Agreement), under which
1

The complaint contains claims for breach of contract, tortious interference, conversion, conspiracy, and
breach of fiduciary duty. The parties’ briefing on TechINT’s motion for a preliminary injunction addressed all of
these claims. Nevertheless, at the hearing, TechINT informed the court that it seeks preliminary injunction solely
based upon the first claim, breach of contract. Thus, the court will recite only facts relevant to the breach of contract
claim.

Sasnett became Director of Intelligence (later, Director of UAS Threat Intelligence, Fabrication,
and Training). The Agreement provides in pertinent part:
4.

Non-Solicitation. Sasnett agrees as follows:

a.
Non-Solicitation and Non-Service of Clients. During the Term2 and the
Restricted Period, Sasnett shall not, on his own behalf or on behalf of any other
person or entity (except the Company), whether in the capacity of an owner,
shareholder, member, partner, officer, employee, director, manager, independent
contractor or otherwise, solicit to provide or provide any Competing Services to
any Client of the Company. The term “Client” as used herein means (i) any
entity, including without limitation, any government department, agency or
division, for which the Company has performed any services in any capacity
(including as a Prime contractor and/or subcontractor) at any time during the
twelve (12) month period immediately preceding the Termination Date (defined
below); or (ii) any entity, including without limitation, any government
department, agency or division, to which the Company has marketed any of its
services to at any time prior to the Termination Date; provided that (1) the
Company’s marketing efforts were specifically targeted to such entity and were
not merely in the form of general marketing activities such as running an
advertisement in an industry publication; and (2) Sasnett was aware of and/or
participated in such marketing efforts. The term “Competing Services” are any
services that are provided, offered or marketed by the Company at any time
during the Term, including without limitation, intelligence analysis and Counter
IED services. The “Restricted Period” is the 2-year period immediately following
the Termination Date.
****
c.
Non-Solicitation and Non-Hiring of Personnel. During the Term of this
Agreement and during the Restricted Period, Sasnett shall not, on his own behalf
or on behalf of any other person or entity, solicit for employment or hire, or assist
in the solicitation or hiring of, any member, employee or contractor who worked
for the Company during the twelve (12) month period immediately preceding the
Termination Date. This restriction includes without limitation, providing to any
prospective employer the identities of any of the members, employees or
contractors of the Company, or assisting any of the members, employees or
contractors of the Company in obtaining employment with Sasnett or any other
person or entity through dissemination of resumes or otherwise.

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“The Company’s engagement of Sasnett shall be on an at-will basis, and the Company may terminate
this Agreement and Sasnett’s engagement . . . at any time and for any reason, or for no reason. The engagement of
Sasnett pursuant to the terms of this Agreement shall commence effective as of January 1, 2016 and shall continue
until terminated as set forth in Section 9 below.” (Servs. Agt. ¶ 2.)

2

****
e.
Reasonableness of Restrictive Covenants. Sasnett acknowledges that
Sasnett could harm the legitimate and protectable business interests of the
Company if Sasnett breaches any of the provisions of this Section 4. The parties
mutually agree that the terms and restrictions set forth in this Section 4 are
reasonable in light of relevant factors and circumstances, and Sasnett specifically
acknowledges and agrees that the restrictions set forth in this Section 4 are
reasonable in terms of scope, duration, lack of geographic restriction, and the
respective interests of the parties. Moreover, Sasnett agrees that the terms and
restrictions are: (i) no greater than necessary to protect the Company’s legitimate
and protectable business interests, (ii) not unduly harsh in curtailing Sasnett’s
efforts to earn a livelihood, and (iii) consistent with sound public policy.
****
8.
Remedies. Any breach of the terms of Sections 4, 5, 6, or 7 of this
Agreement shall be a material breach of this Agreement. In view of the nature of
the activities in which Sasnett is engaged, Sasnett acknowledges that any violation
of Sections 4, 5, 6, or 7 of this Agreement would result in irreparable harm to the
Company. Sasnett therefore acknowledges that, in the event of violation of any of
Sections 4, 5, 6, or 7 of this Agreement, the Company shall be entitled to obtain
from any court of competent subject matter jurisdiction preliminary and
permanent injunctive relief as well as damages and an equitable accounting of all
earnings, profits and other benefits arising from such violation, which right shall
be cumulative and in addition to any other rights or remedies to which the
Company may be entitled. The parties agree that such relief will be available
without the necessity of posting bond. If the Company brings any action to
enforce its rights under Sections 4, 5, 6, or 7 of this Agreement, it shall be entitled
to recover its costs, including its reasonable attorneys’ fees, incurred during
litigation, mediation, negotiation or arbitration relating to any alleged breach.
(Servs. Agt. 3–4, 7–8, Dkt. No. 5-1.) Sasnett and another employee, Archie Stafford, comprised
TechINT’s entire external UAS division, of which Sasnett was the lead.
In July 2017, TechINT performed UAS-related services for Red Six Solutions, LLC (Red
Six or Red-Six),3 including an exercise led by Sasnett. TechINT billed, and Red Six paid,
$18,800 for those services. Scott Crino, CEO of Red Six, stated in his affidavit: “TechINT had
actually over-billed Red-Six for the maximum amount of work allowed under this Purchase
Order, which was clearly set at $18,800. At no time did Red-Six authorize any additional work
under this Purchase Order by TechInt . . . . Thus, TechINT’s allegation . . . that it had a
3

The parties’ briefing mostly uses the term without the hyphen; many affidavits include it.

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reasonable expectation of $65,530.00 in additional work pursuant to the Purchase Order is
baseless.” (Crino Aff. ¶ 6, Dkt. No. 19-4.) In direct contradiction with Crino’s testimony,
however, Red Six engaged TechINT under a modified purchase order for an amount up to
$84,330 for UAS-related services, effective August 29. (Modified Purchase Order, Dkt. No. 211.) The purchase order listed the period of performance from December 13, 2016, to September
10, 2018, the previous ceiling as $18,800, and the ceiling change of $65,530. (Id.)
On October 11, 2017, a few months after the July work for Red Six, Sasnett provided his
notice of resignation to TechINT, effective immediately. According to Sasnett, he had learned
that day “that TechINT’s President . . . had been terminated by” Craig Funicello, its founder and
current CEO. (Sasnett Aff. ¶ 14, Dkt. No. 19-3.) Shortly thereafter, Sasnett modified his
LinkedIn account to reflect that he had begun working at Red Six as Director of Threat Analysis.
Sasnett and Crino provided conflicting testimony during the hearing regarding who had reached
out to whom when Sasnett began working for Red Six. On October 17, Red Six modified its
purchase order with TechINT, changing the ceiling back from $84,330 to $18,800—the amount
already billed for services performed in July 2017. In an email, Crino explained to TechINT’s
then-president, “We will no longer require the services of [TechINT].” (Oct. 17 Email 41, Dkt.
No. 5-1.) TechINT asserts that it suffered a loss of $65,530 under the purchase order and
substantial losses for UAS-related work that it reasonably expected to perform for Red Six in the
future.
TechINT asserts that it learned, on January 29, 2018, that Sasnett would provide USA
services for Red Six that coming week—services which were the same or substantially the same
as the services TechINT had planned to provide. On the same date, TechINT also learned that
Sasnett was providing UAS services to ELTA North America (ELTA NA), another “client” of

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TechINT. After the hearing, TechINT sought leave to file additional materials in support of its
request for preliminary injunction, which the court granted over Sasnett’s objection. (Dkt. No.
76.) TechINT asserts that it discovered additional breaches by Sasnett of the Agreement through
emails sent to Sasnett’s old TechINT email address. That evidence demonstrates Sasnett also
provided services to the United States Marine Corps (USMC), the Combating Terrorism
Technical Support Office, Cherokee Nation Strategic Programs, and the Canadian Special
Forces, all of whom TechINT asserts are its “clients” for purposes of the Services Agreement.
(Funicello Supp. Decl. ¶¶ 8–20, Dkt. No. 49-1.) In particular, the emails highlight the overlap
between TechINT’s and Sasnett’s provision, or proposed provision, of services, as well as the
resulting loss of business and other adverse consequences to TechINT. (See, e.g., id. ¶ 8 (“On
May 18, 2018, emails were sent to Mr. Sasnett’s old TechINT email address from USMC
military officers and from Red Six employees, which confirm that Mr. Sasnett is providing
services to the USMC, which is TechINT’s client . . . and is providing the USMC with services
he formerly provided on behalf of TechINT, including UAS services.”); USMC Emails, Ex. 5.)
In its motion for preliminary injunction, TechINT asks the court to temporarily enjoin
Sasnett from “[p]roviding competing services to TechINT’s clients, as set forth in the Services
Agreement, to include enjoining Sasnett from providing UAS-related and other services to Red
Six Solutions, LLC.” (Pl.’s Mot. 21, Dkt. No. 5.)4
II. DISCUSSION
A. Subject Matter Jurisdiction
TechINT alleges that the court has diversity jurisdiction over this matter under 28 U.S.C.
§ 1332. In its complaint, TechINT pleaded damages in an amount to be proven at trial, but not

4

The court does not discuss TechINT’s initial request that the court enjoin additional activities not related
to the breach of contract claim. (See Pl.’s Mot. 21.)

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less than the value of the Red Six contract and certain equipment that TechINT alleges Sasnett
stole—$65,530 and $13,640, respectively—in addition to its request for injunctive relief and its
claim for attorneys’ fees under Sasnett’s contract.
At the hearing, Sasnett suggested that the court may not have subject matter jurisdiction
over this matter, and the parties have since briefed the jurisdictional issue. The court informed
the parties at a separate hearing on Sasnett’s motion to dismiss that it had determined that it has
subject matter jurisdiction, but it will briefly explain its reasons herein.
Diversity jurisdiction exists in all civil actions between citizens of different states in
which the matter in controversy exceeds $75,000. 28 U.S.C. § 1332(a). Once the propriety of
the amount in controversy is challenged, the party seeking to invoke the subject matter
jurisdiction of the federal courts has the burden of proving its existence under St. Paul Mercury
Indem. Co. v. Red Cab Co., 303 U.S. 283, 289 (1938). In St. Paul Mercury, the Supreme Court
announced the legal certainty test: “The rule governing dismissal for want of jurisdiction in cases
brought in the federal court is that, unless the law gives a different rule, the sum claimed by the
plaintiff controls if the claim is apparently made in good faith.” 303 U.S. at 288. “It must
appear to a legal certainty that [a plaintiff’s] claim is really for less than the jurisdictional amount
to justify dismissal” for want of subject matter jurisdiction. St. Paul Mercury, 303 U.S. at 289.
To determine whether it is a “legal certainty” that the plaintiff’s claim cannot meet the minimum
amount in controversy, the court assesses, from the date the complaint was filed, if the plaintiff
reasonably could expect to recover the sum sought. Work v. U.S. Trade, Inc., 747 F. Supp. 1184,
1188 (E.D. Va. 1990).
Sasnett argues that it is a “legal certainty” that TechINT cannot recover damages that
reach the jurisdictional amount because a) TechINT may not seek the entire gross amount of the

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purchase order, b) TechINT’s president testified at the preliminary injunction hearing that he
does not know whether any of the equipment at issue was, indeed, stolen by Sasnett, and c) the
value of injunctive relief requested after TechINT limited its request is so low. But Sasnett
misunderstands TechINT’s burden as to the amount in controversy. TechINT’s alleged sum
includes a contract loss of $65,530, equipment loss of $13,640, the loss of legal fees, and further
damages from Sasnett’s provision of work to TechINT clients. That TechINT limited its request
for relief solely for the purpose of its motion for preliminary injunction has no bearing on
whether its claims meet the minimum amount in controversy. “[V]iewed from the date the
complaint was filed,” Work, 747 F. Supp. at 1188, the court determines that TechINT has made
its claim exceeding $75,000 in good faith and reasonably could expect to recover the amount
sought. Thus, the court concludes that it has subject matter jurisdiction over this case and
proceeds to TechINT’s motion for preliminary injunction.
B. Motion for Preliminary Injunction
“The traditional office of a preliminary injunction is to protect the status quo and to
prevent irreparable harm during the pendency of a lawsuit ultimately to preserve the court’s
ability to render a meaningful judgment on the merits.” In re Microsoft Corp. Antitrust Litig.,
333 F.3d 517, 525 (4th Cir. 2003). Preliminary injunctive relief is an extraordinary remedy that
courts should apply sparingly. See Direx Israel, Ltd. v. Breakthrough Med. Corp., 952 F.2d 802,
811 (4th Cir. 1991). As a preliminary injunction temporarily affords an extraordinary remedy
prior to trial that can be granted permanently after trial, the party seeking the preliminary
injunction must demonstrate by a “clear showing” that: (1) he is likely to succeed on the merits
at trial; (2) he is likely to suffer irreparable harm in the absence of preliminary relief; (3) the
balance of equities tips in his favor; and (4) an injunction is in the public interest. Winter v.

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Natural Res. Def. Council, Inc., 555 U.S. 7, 20, 22 (2008). All four of these requirements must
be met for a plaintiff to obtain preliminary injunctive relief. Real Truth About Obama, Inc. v.
FEC, 575 F.3d 342, 345–46 (4th Cir. 2009), vacated on other grounds, 559 U.S. 1089 (2010).5
For purposes of a motion for preliminary injunction, the court may consider testimony
offered at the preliminary injunction hearing as well as declarations and affidavits submitted by
the parties. The Fourth Circuit has determined that a district court ruling on a preliminary
injunction “may look to, and indeed in appropriate circumstances rely on, hearsay or other
inadmissible evidence when deciding whether a preliminary injunction is warranted.” G.G. ex
rel. Grimm v. Gloucester Cty. Sch. Bd., 822 F.3d 709, 725–26 (4th Cir. 2016), vacated and
remanded on other grounds, 137 S. Ct. 1239 (2017).
1. Likelihood of success on the merits
First, “plaintiffs seeking preliminary injunctions must demonstrate that they are likely to
succeed on the merits.” Pashby v. Delia, 709 F.3d 307, 321 (4th Cir. 2013) (citing Winter, 555
U.S. at 20). “Although this inquiry requires plaintiffs seeking injunctions to make a ‘clear
showing’ that they are likely to succeed at trial,” Real Truth, 575 F.3d at 345, a plaintiff need not
show a certainty of success, see Pashby, 709 F.3d at 321.
Here, TechINT has made a clear showing that it is likely to succeed on the merits of its
breach of contract claim. To establish a breach of contract, TechINT must prove: (1) a legally
enforceable obligation of Sasnett to TechINT, (2) Sasnett’s violation or breach of that obligation;
and (3) injury or damage to TechINT caused by the breach of obligation. See Filak v. George,
594 S.E.2d 610, 619 (Va. 2004). With respect to the first element, the burden rests on TechINT
5

TechINT argues that, despite the Supreme Court’s decision in Winter, a strong proof of likelihood of
success on the merits lessens its burden to show irreparable harm because “[c]ourts in the Fourth Circuit . . . have
continued to apply this balance tipping test post-Winter.” (Pl.’s Reply 23, Dkt. No. 21.) The cases to which
TechINT cites, however, were decided before Real Truth, in which the Fourth Circuit rejected such a balancing test
as inconsistent with Winter. 575 F.3d at 347.

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to show that the restrictive covenant extends no greater than necessary to protect its legitimate
business interests, is not unduly burdensome on Sasnett’s ability to earn a living, and does not
offend sound public policy. See, e.g., Landmark Tech., Inc. v. Canales, 454 F. Supp. 2d 524,
528–29 (E.D. Va. 2006). Factors to be considered in this analysis include the function,
geographic scope, and duration of the restriction, Simmons v. Miller, 544 S.E.2d 666, 678 (Va.
2001), which the court should “assess . . . together rather than as distinct inquiries,” Preferred
Sys. Solutions, Inc. v. GP Consulting, LLC, 732 S.E.2d 676, 681 (Va. 2012).
Sasnett first argues that the provision at issue is unenforceable because it is susceptible to
interpretations of “client” and “competing services” that render it functionally overbroad. In
particular, Sasnett argues that the restrictive covenant bars him from “providing any ‘intelligence
analysis’ services to any governmental entities to which TechINT has ever marketed.” (Def.’s
Opp’n 2, Dkt. No. 19.) The court does not find this argument persuasive. Far from applying to
“any governmental entities to which TechINT has ever marketed,” section 4(a) limits “clients” to
a) entities to which TechINT provided services during the 12 months preceding Sasnett’s
resignation, or b) entities “specifically targeted” by TechINT’s marketing efforts—“not merely
in the form of general marketing activities”—provided that Sasnett “was aware of and/or
participated in such marketing efforts.” Furthermore, although Sasnett argues that the provision
restricts him from providing services to others that he did not actually perform for TechINT, that
is not the relevant inquiry. The question turns not on what services he as the employee
performed, but “whether the prohibited activity is of the same type as that actually engaged in by
the former employer.” Home Paramount Pest Control Co. v. Shaffer, 718 S.E.2d 762, 764 (Va.

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2011) (emphasis added).6 A valid provision, then, would prohibit “an employee from engaging
in activities that would actually or potentially compete with the employee’s former employer,”
but could not prohibit an employee from working for a competitor if he “engage[d] exclusively
in activities that do not compete with the former employer.” Id. at 764–65 (citations omitted)
(reasoning that the provision at issue was valid where it did not forbid former employees “from
working in any capacity for a medical equipment company” but only from roles which would
compete with the employer’s business).
Sasnett next argues that, even if the court determines the provision is enforceable, he has
not violated it. Sasnett asserts that he has provided services to Red Six customers rather than to
Red Six directly and that he never solicited other TechINT employees for employment at Red
Six. TechINT conceded at the hearing that factual issues remain as to Sasnett’s alleged
solicitation of certain employees. But the court rejects Sasnett’s attempt to distinguish Red Six
customers from Red Six as an entity. His employment by Red Six unquestionably constitutes
“providing services” to it, and not just to its clients. Furthermore, TechINT has submitted
evidence that Sasnett has provided or is providing competing services to the following TechINT
clients: Red Six, ELTA NA, the United States Marine Corps, the Combating Terrorism
Technical Support Office, Cherokee Nation Strategic Programs, and the Canadian Special
Forces. (Funicello Supp. Decl. ¶¶ 8–20.) The court concludes that TechINT has made, for
preliminary injunction purposes, a clear showing that it is likely to succeed on the merits in that
the restrictive covenant was a legally enforceable obligation held by Sasnett, that he violated that

6

Sasnett relies heavily on two cases to argue that the provision here is overbroad and unenforceable:
Nortec Communications, Inc. v. Lee-Llacer, 548 F. Supp. 2d 226 (E.D. Va. 2008), and Lanmark Tech., Inc. v.
Canales, 454 F. Supp. 2d 524 (E.D. Va. 2006). To the extent those two cases are contrary to the result reached here,
the court notes that both were decided before the decision in Home Paramount, in which the Supreme Court of
Virginia clarified the proper inquiry. Additionally, the court finds them factually distinguishable in that both
involved broader clauses than the provision at issue here.

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obligation by providing competing services to TechINT clients, and that such provision of
competing services damages TechINT. See Filak, 594 S.E.2d at 619. Thus, TechINT has
satisfied the first requirement to obtain preliminary injunctive relief.
2. Irreparable harm
Second, Winter also requires that the party requesting injunctive relief demonstrate that it
is likely it will suffer irreparable harm absent the preliminary injunction. 555 U.S. at 22–23.
The harm to be prevented must be of an immediate nature and not simply a remote possibility.
In re Microsoft Corp. Antitrust Litig., 333 F.3d at 525. A plaintiff must overcome the
presumption that a preliminary injunction will not issue when the harm suffered can be remedied
by money damages at the time of judgment. Hughes Network Sys., Inc. v. InterDigital
Commc’ns Corp., 17 F.3d 691, 693 (4th Cir. 1994). The loss of goodwill or industry reputation
“is a well-recognized basis for finding irreparable harm.” MicroAire Surgical Instruments, LLC
v. Arthrex, Inc., 726 F. Supp. 2d 604, 635 (W.D. Va. 2010). Courts in the Fourth Circuit have
held that “loss of clients’ goodwill and future business [is] difficult, if not impossible, to measure
fully.” Fid. Global Brokerage Grp., Inc. v. Gray, No. 1:10-cv-1255, 2010 WL 4646039, at *3
(E.D. Va. Nov. 9, 2010) (citation omitted).
TechINT has shown that it is likely to suffer irreparable harm in the absence of an
injunction. Sasnett argues that the complaint alleges precise money damages as to TechINT’s
purchase order with Red Six, which establishes that any harm allegedly suffered can be remedied
by money damages. And any alleged future loss of business is, according to Sasnett, too
speculative. TechINT concedes that the value of the purchase order is quantifiable.
Nevertheless, at the hearing, TechINT distinguished the harm caused by Sasnett’s leaving, which
it acknowledges was his right to do, from the harm caused by his alleged breach of contract.

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TechINT has proffered evidence that Sasnett’s experience with TechINT has been touted, both
by Sasnett and by Red Six, to the benefit of Red Six. (See, e.g., Sasnett LinkedIn profile 38, Dkt.
No. 5-1; Red Six Announcement 19, Dkt. No. 21-1; Red Six Facebook 21, Dkt. No. 21-1; Red
Six Twitter 24, Dkt. No. 21-1.) TechINT has also submitted emails written by Crino, Red Six’s
CEO, requesting additional work to be provided to Red Six by TechINT leading up to Sasnett’s
departure. (Crino Emails 7–18, Dkt. No. 21-1.) This evidence, together with the supplemental
evidence regarding ELTA NA, the United States Marine Corps, the Combating Terrorism
Technical Support Office, Cherokee Nation Strategic Programs, and the Canadian Special
Forces—“[e]ach . . . a potential example of lost business . . . the amounts of which cannot be
forecasted precisely,” Gray, 2010 WL 4646039, at *3—sufficiently demonstrates that TechINT
is likely to suffer irreparable harm absent the preliminary injunction.7
3. Balance of equities
Third, in considering a request for preliminary injunctive relief, a court must weigh the
balance of equities between the parties. See Winter, 555 U.S. at 20; see also Trump v. Int’l
Refugee Assistance Project, 137 S. Ct. 2080, 2087 (2017) (“The purpose of . . . interim equitable
relief is not to conclusively determine the rights of the parties, but to balance the equities as the
litigation moves forward.”) (citation omitted).
The court finds that the balance of equities weighs in favor of TechINT. Sasnett argues
that the balance of equities weighs in his favor because a preliminary injunction would have the
effect of preventing him “from obtaining a new job in [his] field anywhere in the world for two
(2) years.” (Def.’s Opp’n 48.) But Sasnett’s argument misrepresents the reach of both the
restrictive covenant at issue and the preliminary injunctive relief TechINT seeks. See Section

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The court also notes Sasnett’s acknowledgment of irreparable harm in Section 8 of the Agreement.
(Servs. Agt. 7–8, Dkt. No. 5-1.)

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II.B.1, supra. The court weighs the harm to Sasnett if he were prevented from providing
competing services to or soliciting TechINT’s clients—again, as both terms are elaborated upon
above—against the likelihood of immeasurable, irreparable harm to TechINT absent preliminary
injunctive relief. It concludes that the balance tips in TechINT’s favor.
4. The public interest
Finally, before granting a motion for preliminary injunction, the court must find that such
relief is in the public interest. See Winter, 555 U.S. at 20. The public has an interest in the
enforcement of valid contracts, Dynamic Aviation Grp. Inc. v. Dynamic Int’l Airways, LLC, No.
5:15-cv-58, 2016 WL 1247220, at *31 (W.D. Va. Mar. 24, 2016), and in protecting the rights of
local businesses, Bowe Bell & Howell Co. v. Harris, 145 F. App’x 401, 404 (4th Cir. 2005).
The public interest supports a preliminary injunction in this case. Sasnett argues that,
“[p]ut simply, it would never be in the public interest to enforce the non-solicitation provision at
issue in this action since it presents a case study in the type of restrictions on trade and
employment that are unenforceable under Virginia law.” (Def.’s Opp’n 49.) But, as noted
above, the court has determined that, despite Sasnett’s arguments regarding the enforceability of
the restrictive covenant, TechINT has demonstrated a likelihood of success on the merits.
Enforcing compliance with a non-solicitation provision that is not functionally overbroad and
protecting TechINT’s business interests are within the public interest. Thus, TechINT has
satisfied all four Winter factors, and the court will grant its motion for preliminary injunction.
5. Remedy
As a remedy, TechINT seeks to preliminarily enjoin Sasnett from violating the parties’
Agreement by providing competing services to TechINT’s clients, to include enjoining Sasnett
from providing UAS-related and other services to Red Six Solutions, LLC, and enjoining him

13

from soliciting employees of TechINT to terminate their employment with TechINT.
Additionally, TechINT asks this court to require Sasnett to account for and immediately return to
TechINT all property, equipment, information, and materials belonging to TechINT, along with
all information and materials created by Sasnett or acquired by Sasnett during his employment
with TechINT. It also asks for an order requiring Sasnett to provide an accounting of all work,
proceeds, and profits related to work or services he has provided since his resignation from
TechINT, and further requiring Sasnett to disclose the identity of all third parties for whom he
has performed competing services or contacted concerning the provision of competing services.
The court will enjoin Sasnett from providing competing services to TechINT’s clients, to
include enjoining Sasnett from providing UAS-related and other services to Red Six Solutions,
LLC, and enjoin him from soliciting employees of TechINT to terminate their employment with
TechINT. The court, however, will not require Sasnett to account for and return of property as
the evidence at the hearing did not indicate a failure to return property. Furthermore, the court
will not, at this time, require Sasnett to provide an accounting of all work, proceeds, and profits
or to identify all third parties for whom he has performed competing services because TechINT
may seek this information through the discovery process in this case.
6. Bond
Rule 65(c) of the Federal Rules of Civil Procedure directs that a court “may issue a
preliminary injunction . . . only if the movant gives security in an amount that the court considers
proper to pay the costs and damages sustained by any party found to have been wrongfully
enjoined or restrained.” The Fourth Circuit has explained that this rule “is mandatory and
unambiguous,” Hoechst Diafoil Co. v. Nan Ya Plastics Corp., 174 F.3d 411, 421 (4th Cir. 1999),
and so a district court’s “[f]ailure to require a bond before granting preliminary injunctive relief

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is reversible error.” Md. Dep’t of Human Res. v. U.S. Dep’t of Agric., 976 F.2d 1462, 1483 (4th
Cir. 1992). The amount of the bond, however, is within the court’s discretion, and the court may
even choose to set the bond amount at zero in an appropriate case. Id. at 1483 n.23.
In this case, neither party has provided any evidence or argument as to an appropriate
amount of the bond if the court were to grant the preliminary injunction. Moreover, in their
agreement, the parties waived the requirement that a bond be set for any preliminary or
permanent injunction. (Servs. Agt. § 8, Dkt. No. 22-4 (“The parties agree that such relief will be
available without the necessity of posting bond.”).)
In the absence of more information, and given Sassnet’s contractual waiver of the bond
requirement, the court will set a nominal bond of $200 at this time, and the relief ordered in this
preliminary injunction will be effective as of the posting of that bond with the clerk of this court.
In the event that additional information is presented to the court regarding the damages likely to
be sustained by Sassnet “if he is found to have been wrongfully enjoined,” Fed. R. Civ. P. 65(c),
the court may reconsider the bond amount.
III. CONCLUSION
For the reasons stated above, TechINT’s motion for preliminary injunction as to its
breach of contract claim (Dkt. No. 4) is GRANTED IN PART and DENIED IN PART as to
certain remedies requested by TechINT. It is hereby ORDERED that, pending the outcome of
this litigation, defendant Brandon Sasnett, as well as his officers, agents, servants, employees,
attorneys, and anyone acting in active concert or participation with any of those persons, are
hereby ENJOINED from:
1. Providing competing services (on his own behalf or on behalf of others), as defined in
Section 4a of the Services Agreement, to TechINT’s clients, as defined in Section 4a of the

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Services Agreement, including, but not limited to, Red Six Solutions, LLC; and
2. Soliciting employees of TechINT (on his own behalf or on behalf of others), as
defined in Section 4c of the Services Agreement, to terminate their employment with TechINT.
This order shall be effective only after TechINT has obtained and posted with the clerk of
the court a certified surety bond in the amount of two hundred dollars ($200.00).
The clerk is directed to send a copy of this memorandum opinion and order to all counsel
of record.
Entered: September 27, 2018.

/s/ Elizabeth K. Dillon
Elizabeth K. Dillon
United States District Judge

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