Circuitronix, LLC v. Sunny Kapoor

• Court: Court of Appeals for the Eleventh Circuit
• Decided: August 31, 2018
• Docket: 17-14317
• Status: Unpublished

Opinion

Case: 17-14317 Date Filed: 08/31/2018 Page: 1 of 10

[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT ________________________

No. 17-14317 Non-Argument Calendar ________________________

D.C. Docket No. 0:15-cv-61446-BB

CIRCUITRONIX, LLC, a Florida limited liability company,

Plaintiff - Counter Defendant - Appellant,

versus

SUNNY KAPOOR, an individual,

Defendant - Third Party Plaintiff - Counter Claimant - Appellee,

RISHI KUKREJA,

Defendant - Third Party Defendant - Appellee. Case: 17-14317 Date Filed: 08/31/2018 Page: 2 of 10

________________________

Appeal from the United States District Court for the Southern District of Florida ________________________

(August 31, 2018)

Before NEWSOM, BRANCH, and FAY, Circuit Judges.

PER CURIAM:

Circuitronix, LLC appeals the district court’s determination that its former

employee, Sunny Kapoor, did not violate the terms of the non-compete agreement

reached between the parties. Having concluded the district court did not clearly err

in making the factual findings that underlie its judgment, we affirm.

I

Circuitronix is a company that manufactures and distributes various metal

parts for several industries. The bulk of its business involves printed circuit boards

(PCBs)—an essential component in almost all finished electronic products—and

printed circuit board assembly (PCBA)—the process of assembling component

parts to form PCBs. Kapoor served as the Assistant CEO of Circuitronix from

October 2012 until his termination in March 2015. His employment was subject to

a series of employment agreements. Following his termination, Circuitronix

initiated the underlying suit alleging that Kapoor violated several of these

agreements. Kapoor filed counterclaims against Circuitronix and its CEO Rishi

2 Case: 17-14317 Date Filed: 08/31/2018 Page: 3 of 10

Kukreja, asserting claims of breach of employment contract, unlawful retaliation,

civil theft, and unpaid wages.

The parties resolved the disputed claims in mediation and on December 1,

2015 signed a “Mediated Settlement Term Sheet.” As part of their agreement,

Kapoor was required to disclose all business activities in which he was currently

engaged that could potentially constitute violations of any of his employment

contracts. The Term Sheet also provided a “general release of all claims by the

parties against one another” based on any conduct occurring “prior to and

including the date [that the eventual Settlement Agreement] is executed.” Kapoor

provided an affidavit disclosing his business activities on December 15, 2015, and

the parties entered a final Settlement Agreement on the same day. The Settlement

Agreement incorporated the Mediated Settlement Term Sheet by reference and

prohibited Kapoor from competing “with Circuitronix, anywhere in the world, for

a period of 3 years starting from September 15, 2015.” The restriction explicitly

applied “to all lines of business in which Circuitronix engaged” during the time of

Kapoor’s employment. The Settlement Agreement was formally approved by the

district court two days later.

Less than two weeks thereafter, Circuitronix filed its first motion for

enforcement of the Settlement Agreement, in which it claimed Kapoor was

competing directly with Circuitronix through his work for his father-in-law’s

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metal-parts company, Bawa Machine and Tool Manufacturing (BMTM). The

motion was resolved when the parties filed a Joint Stipulation providing that

Kapoor’s work with his father-in-law did not involve certain identified metal parts

and reiterating that Kapoor could not compete with “any line of Circuitronix’s

business.”

A few months later, in April 2016, Kukreja discovered a website operated by

Imaginasian Hong Kong, a company for which Kapoor remains the general

manager and sole employee, which led Kukreja to believe that either Imaginasian

Hong Kong or Imaginasian India—another company with which Kapoor was

associated—was directly competing with Circuitronix. In particular, Kukreja

believed that Imaginasian’s product lines advertised as “Electronics” and

“Mechanics” might run afoul of the restrictive covenants contained in the

Settlement Agreement. Kukreja soon came to believe that Imaginasian was also

competing with Circuitronix through BMTM and a separate company called Koala

Holdings, LLC—a company owned by Kapoor’s brother-in-law. In August 2016,

Circuitronix mailed letters to the two companies notifying them of the existence of

the Settlement Agreement and Kapoor’s obligation not to compete with

Circuitronix.

Kapoor filed a motion on September 9, 2016 arguing that the letters violated

the Settlement Agreement’s confidentiality and non-disparagement clauses and

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requesting that he be granted limited discovery to determine if Circuitronix had

sent any additional letters to third parties.1 In response, Circuitronix filed a cross-

motion, relying in large part on the Imaginasian website to allege that Kapoor was

breaching the Settlement Agreement by directly competing with Circuitronix

through Imaginasian, BMTM, and Koala Holdings.

The district court held an evidentiary hearing on December 8, 2016 to

address the motions. Much of the hearing was dedicated to determining how the

parties intended the term “line of business” to be interpreted, as it had been left

undefined in the Settlement Agreement. The remainder of the hearing focused on

the Imaginasian website, which Circuitronix argued clearly showed that Kapoor

had been competing with its line of business. In particular, the website

prominently displayed PCBs and PCBAs and advertised other metal parts and

manufacturing processes that Circuitronix claimed overlapped with its metal

business.

The district court ultimately issued an order on December 16 defining

Circuitronix’s “line of business” for purposes of the Settlement Agreement as

follows:

(1) printed circuit boards, including rigid, rigid-flex, flex and/or metal clad; (2) plastic injection molded parts, including single shot, multi shot, gas assist molding, foam molding, vertical molding,

1 The district court determined that the letters did not violate the Settlement Agreement, and its decision in that respect has not been appealed. 5 Case: 17-14317 Date Filed: 08/31/2018 Page: 6 of 10

overmolding, and insert molding; (3) compression and injection rubber parts, including silicone rubber keypads, gaskets, grommets, and elastomer strips; (4) metal parts, including stamped sheet metal parts, CNC sheet metal parts, die casting, extrusions, heatsinks, tool and die manufacturing for plastic injection molded parts, printed circuit boards, die casted parts, stamped parts, and cabinet locks; (5) printed circuit board assembly, including through hole, SMT, BGA, and COB; and (6) polymer thick film technology for different laminate substrates, including CEM-1, FR4, CEM-3, FR2 and ceramic.

The district court then allowed Circuitronix limited discovery going forward to

determine if Kapoor breached the Settlement Agreement by competing with

Circuitronix’s now-defined line of business. The court separately held that

Circuitronix would not be allowed to seek damages for any breach because of its

failure to meaningfully comply with conferral requirements under S.D. Fla. Local

Rule 7.1(a)(3) before filing its cross-motion.

The district court scheduled a final evidentiary hearing in order to fully

resolve the issues before it. That hearing took place on April 24 and April 26,

2017 and focused on Kapoor’s affiliation with Imaginasian India and a company

called Ei EMS India Private Limited, an entity formed on September 29, 2016 as a

joint venture and subsidiary of Imaginasian India and a company named EOS

Power India Private Limited—a supplier of Imaginasian India whose work

involves PCBs and PCBAs. Circuitronix claimed that Ei EMS competed with it by

manufacturing PCBs and distributing them to Ei EMS customers. Kapoor argued

that the PCBs manufactured at the Ei EMS site were made only to be used in 6 Case: 17-14317 Date Filed: 08/31/2018 Page: 7 of 10

“power supplies”—a product used in virtually all electronic equipment and not

included among Circuitronix’s line of business—which it then sold to its

customers.

As to the Imaginasian website, Kapoor testified that the references about the

company’s capabilities and services were mere “exaggerations” meant to obtain

better pricing from suppliers for the products that it made for BMTM—which did

not fall under the court’s definition of Circuitronix’s line of business—and that

Imaginasian did not actually sell or attempt to sell any product in competition with

The district court found, as a matter of fact, that Circuitronix had failed to

show that it was more likely than not that Kapoor had violated the non-compete

agreements contained in the Settlement Agreement. With regard to the website,

the court found that the “puffery and falsehoods” displayed on the site, without

more, were not sufficient to carry Circuitronix’s burden. As for Kapoor’s

involvement with Ei EMS, the court found that Circuitronix had not produced any

evidence showing that the company produced PCBs or PCBAs for any purpose

other than their inclusion in power supplies, the sale of which did not constitute

competition with Circuitronix, and that the manufacturing of PCBs and PCBAs

alone was “not enough to establish a breach of the Settlement Agreement.”

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Circuitronix appealed, arguing (1) that the district court misinterpreted the

word “compete,” which Circuitronix argues by its plain meaning should include

advertisements of the sort displayed on the Imaginasian website, and (2) that the

court clearly erred in finding that Kapoor’s involvement with Ei EMS did not

violate the Settlement Agreement. We address each issue in turn.

II

A

We review de novo the district court’s interpretation of the word “compete.”

See Winn-Dixie Stores, Inc. v. Dolgencorp, LLC, 746 F.3d 1008, 1021 (11th Cir.

2014). When, as here, a term is left undefined, Florida law—which all parties

agree applies here—requires us to give the term its ordinary meaning. See Id. at

1022 (quoting Moore v. Stevens, 90 Fla. 879, 885 (1925)). Circuitronix argues

that the word “compete” is best defined as “[t]o strive consciously or

unconsciously for an objective (as position, profit, or a prize): be in a state of

rivalry.” A fair reading of the district court’s order, however, demonstrates that the

definition requested here by Circuitronix does not differ in any material way from

the one used by the district court. Indeed, the court seems to have applied the very

definition requested by Circuitronix, and simply found, as a factual matter, that

Circuitronix did not carry its burden of showing that it was more likely than not

that the advertisements on the Imaginasian website constituted “striving” for the

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sale of competitive products rather than mere puffery calculated to receive better

pricing from suppliers of non-competitive products. As the court interpreted the

term “compete” correctly, we review its factual finding that the websites did not

constitute improper competition for clear error, and will reverse only “if, after

viewing all of the evidence, we are left with the definite and firm conviction that a

mistake has been committed.” Tartell v. S. Fla. Sinus and Allergy Ctr., Inc., 790

F.3d 1253, 1257 (11th Cir. 2015) (internal quotation omitted).

Here, the district court’s findings were not clearly erroneous. Kapoor

testified that the sole purpose of the advertisements on the website was to obtain

better pricing from suppliers of non-competitive products. Aside from the ads

themselves, Circuitronix was unable to produce any evidence that Kapoor even

attempted to sell any product in competition with Circuitronix’s defined line of

business. In light of the evidence presented at the hearing, the court did not clearly

err in finding that Circuitronix failed to show it more likely than not that Kapoor

was competing with any of Circuitronix’s defined lines of business. We will not

disturb the court’s decision here.

B

Circuitronix separately argues—albeit much more briefly—that the district

court clearly erred in finding that Kapoor’s involvement with Ei EMS did not

breach the Settlement Agreement. We disagree. While Circuitronix demonstrated

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that Ei EMS manufactured PCBs and PCBAs at its facility, it provided no

evidence—which was required to prove a breach—that Ei EMS also sold PCBs or

PCBAs as stand-alone products rather than as a component part of the power

supplies it sold. The court was free to credit Kapoor’s explanation that the

products were manufactured only for use in power supplies, a product that is not

included in Circuitronix’s line of business. We cannot say the court clearly erred. 2

The judgment of the district court is AFFIRMED.

2 Circuitronix also appealed on the ground that the district court abused its discretion by refusing to allow it to seek money damages after it failed to comply with the conferral requirements of Local Rule 7.1(a)(3). Having determined the district court did not clearly err in making the factual findings that underlay its determination that Kapoor did not breach the Settlement Agreement, we need not decide if the district court abused its discretion in limiting Circuitronix’s remedies. 10